UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)



	☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024


	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _____

Commission file number 1-08546

TRINITY PLACE HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)	No. 22-2465228 (I.R.S. Employer Identification No.)

340 Madison Avenue, New York, New York (Address of Principal Executive Offices)	10173 (Zip Code)

Registrant’s telephone number, including area code: (212) 235-2190

Securities registered pursuant to Section 12(b) of the Act: None


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock $0.01 Par Value Per Share	TPHS	NYSE American

Securities registered pursuant to Section 12(g) of the Act: ~~NONE~~None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ◻ No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ◻ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	◻	Accelerated Filer	◻

Non-Accelerated Filer	☒	Smaller Reporting Company	☒	Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ⌧

As of June 30, ~~2023~~2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $137,~~704~~120,000.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distributions of securities under a plan confirmed by a court.

Yes ⌧ No ◻

As of March 2924, ~~2024~~2025, there were 6366,~~793~~247,~~850~~266 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to the registrant’s 2023 Annual Meeting of Stockholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents

Form 10-K Index


		Page
PART I

Item 1.	BUSINESS	1
Item 1A.	RISK FACTORS	56
Item 1B.	UNRESOLVED STAFF COMMENTS	1918
Item 1C.	CYBERSECURITY	1918
Item 2.	PROPERTIES	2019
Item 3.	LEGAL PROCEEDINGS	2220
Item 4.	MINE SAFETY DISCLOSURES	2220

PART II

Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2321
Item 6.	(RESERVED)	2321
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2321
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3930
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3930
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3930
Item 9A.	CONTROLS AND PROCEDURES	3930
Item 9B.	OTHER INFORMATION	3930
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	3931

PART III

Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	4031
Item 11.	EXECUTIVE COMPENSATION	4035
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4041
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4042
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	4044

PART IV

Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	4146
Item 16.	FORM 10-K SUMMARY	4449

Table of Contents

PART I

Item 1. BUSINESS

Overview

Trinity Place Holdings Inc., which we refer to in this Annual Report on Form 10-K as “Trinity, ” “we,” “our,” or “us”, is a real estate holding, investment, development and asset management company. OnAs ~~February~~part ~~14,~~of ~~2024,~~a ~~the~~series ~~Company’s~~of ~~real~~transactions ~~estate~~described ~~assets~~below, ~~and~~on ~~related~~February ~~liabilities~~14, ~~were~~2024, ~~contributed to~~ TPHGreenwich Holdings LLC (“TPHGreenwich”), ~~which~~a ispreviously 100% owned subsidiary of ours, became owned 95% by ~~the Company~~us, with an affiliate of the lender under ~~the~~our ~~Company’s~~ corporate credit facility (the “Corporate Credit Facility” or “CCF”) owning a 5% interest in, and acting as manager of, such entity. ~~These~~ The Company’s real estate assets ~~include~~and related liabilities were transferred to TPHGreenwich on February 14, 2024 and TPHGreenwich now holds, subject to the subsequent sales as described below, (i) the property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”), which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school, (ii) a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York (“237 11th”), and (iii) a property occupied by retail tenants in Paramus, New Jersey (the “Paramus Property”). ~~See~~ Item 2. Properties below for a more detailed description of these properties. We also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (“Syms”), including FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, we also had approximately $316.6 million of federal net operating loss carryforwards (“NOLs”) at December 31, 2023, as well as approximately $318.3 million of various state and local NOLs, which can be used to reduce our future taxable income and capital gains.

~~Recapitalization~~On ~~Transactions~~February 4, 2025, TPHGreenwich sold the Paramus Property for a gross sales price of $15.6 million. After repayment of the underlying loan of $11.7 million and closing costs, TPHGreenwich received approximately $2.9 million in net sale cash proceeds. The Company’s guarantee of the loan underlying the Paramus Property was retired upon the sale.

On ~~February~~March 14, ~~2024~~2025, weTPHGreenwich ~~consummated~~sold ~~the~~237 ~~transactions~~11th contemplated by the Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the “Stock Purchase Agreement”), between the Company, TPHS Lender LLC, the lender under the Company’s Corporate Credit Facility (the “Company Investor”) and TPHS Investor LLC, an affiliate of the Company Investor (the “JV Investor”, and together with the Company Investor, the “Investor”), pursuant to which (i) the Company Investor purchased 25,112,245 shares of common stock, par value $0.01 per share of the Company (the “Investor Shares”) for a ~~purchase~~gross sales price of $068.30 per share, (ii) the Company and the JV Investor entered into an amended and restated limited liability company operating agreement of TPHGreenwich (the “JV Operating Agreement”), pursuant to which the JV Investor was appointed the initial manager of, and acquired a five percent (5%) ~~interest~~million. ~~in,~~After ~~TPHGreenwich,~~repayment ~~as described in more detail below, and which JV continues to own, indirectly, all~~ of the ~~real~~underlying ~~property~~loan ~~assets and liabilities~~ of ~~the~~$60.0 ~~Company,~~million and ~~(iii)~~closing ~~TPHGreenwich entered into an asset management agreement (the “Asset Management Agreement”) with a newly formed subsidiary of the Company (the “TPH Manager”)~~costs, ~~pursuant to which~~ TPHGreenwich ~~hired~~received ~~the~~approximately ~~TPH~~$6.0 ~~Manager~~million ~~to act as initial asset manager for TPHGreenwich for an annual management fee, as described~~ in ~~more~~net ~~detail~~sale ~~below~~cash ~~(collectively, the “Recapitalization Transactions”)~~proceeds.

~~Under~~We ~~the~~also ~~Recapitalization~~control ~~Transactions,~~a ~~the~~variety ~~real estate assets and related liabilities as well as the Corporate Credit Facility became part~~ of ~~TPHGreenwich,~~intellectual ~~with~~property ~~the~~assets ~~Company~~focused ~~retaining~~on the ~~substantial~~consumer ~~federal~~sector, ~~state~~a ~~and~~legacy ~~local~~of ~~tax~~our ~~NOLs~~predecessor, ~~intellectual~~Syms ~~property and a 95% equity interest in TPHGreenwich~~Corp. In ~~addition, the maturity date of each of the mortgage loan agreement~~ (~~the~~ “~~77G Mortgage Loan~~Syms”), ~~and~~including ~~mezzanine~~FilenesBasement.com, ~~loan~~our ~~agreement~~rights (to the ~~“77G~~Stanley ~~Mezzanine~~Blacker® ~~Loan”)~~brand, ~~for~~as 77well ~~Greenwich~~as ~~was~~the ~~extended~~intellectual toproperty ~~October~~associated ~~23, 2025~~ with anthe ~~option~~Running toof ~~extend~~the ~~for~~Brides® anevent ~~additional year,~~ and the ~~maturity~~An ~~date~~Educated ofConsumer ~~the~~is ~~Corporate~~Our ~~Credit~~Best ~~Facility~~Customer® ~~was extended to June 30, 2026~~slogan.

Recapitalization Transactions

WeOn ~~believe~~February ~~that~~14, 2024, we consummated the ~~Recapitalization~~transactions ~~Transactions~~contemplated ~~allow~~by ~~for~~the Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the “Legacy Stock Purchase Agreement”), between the Company, TPHS Lender LLC, the lender under the Company’s Corporate Credit Facility (“TPHS Lender”) and TPHS Investor LLC, an ~~improved~~affiliate ~~structure~~of TPHS Lender (the “JV Investor”, and together with the TPHS Lender, the “Legacy Investor”), pursuant to which (i) Legacy Investor purchased 25,112,245 shares of common stock, par value $0.01 per share of the Company (the “Legacy Investor Shares”) for a ~~new~~purchase ~~investor~~price toof ~~invest~~$0.30 inper share, (ii) the Company and the JV Investor entered into an amended and restated limited liability company operating agreement of TPHGreenwich (the “JV Operating Agreement”), pursuant to which isthe ~~less~~JV ~~complex~~Investor aswas appointed the initial manager of, and acquired a ~~result~~five percent (5%) interest in, TPHGreenwich, as described in more detail below, and TPHGreenwich continues to own, indirectly, all of the real ~~estate~~property assets and ~~substantially all~~ liabilities ~~being~~formerly ~~off-balance~~held ~~sheet.~~by Inthe ~~addition~~Company, ~~the~~and ~~parties~~(iii) ~~agreed~~TPHGreenwich toentered ~~certain~~into ~~provisions~~an inasset management agreement (the ~~Stock~~“Asset ~~Purchase~~Management Agreement”) with a newly formed subsidiary of the Company (the “TPH Manager”), pursuant to ~~accommodate~~which aTPHGreenwich ~~new~~hired ~~strategic~~the ~~partner~~TPH ~~that~~Manager ~~may~~to ~~invest~~act as the asset manager for TPHGreenwich for an annual management fee, as described in more detail below (collectively, the ~~Company~~“Recapitalization Transactions”).

Under the Recapitalization Transactions, the real estate assets and related liabilities as well as the Corporate Credit Facility were deconsolidated and became part of TPHGreenwich, with the Company retaining the intellectual property and a 95% equity method investment in TPHGreenwich. In addition, the maturity date of each of the mortgage loan agreement (the “77G Mortgage Loan”) and mezzanine loan agreement (the “77G Mezzanine Loan”) for 77 Greenwich, both of which were assumed by TPHGreenwich, was extended to October 23, 2025 with an option to extend for an additional year, and the maturity date of the Corporate Credit Facility was extended to June 30, 2026.

We believe that the closing of the Recapitalization Transactions has put the Company on a stronger financial footing. As of March 28, 2024, our cash and cash equivalents totaled approximately $3.9 million.1

Table of Contents

In connection with the Steel Partners transaction in February 2025 (as defined and described below), the Legacy Stock Purchase Agreement was partially terminated by the Company and the TPHS Lender (including and cancellation of the TPHS Lender’s right to receive penny warrants of the Company equivalent to 5% of the Company’s Common Stock), except for provisions of the Legacy Stock Purchase Agreement which would cause an impairment or termination of the TPHS Lender’s representation and warranty insurance policy obtained.

Joint Venture Agreement

1At the closing of the Recapitalization Transactions, the Company and the JV Investor entered into the JV Operating Agreement, with the Company owning 95% of the ownership interests in TPHGreenwich and the JV Investor owning 5% of the ownership interests in TPHGreenwich. Distributions under the JV Operating Agreement first go to the Legacy Investor until the JV Investor has received its initial distribution amount in full (which initial distribution amount is the sum of (v) all amounts due under the CCF and 77G Mezzanine Loan, (w) all amounts due in connection with any additional TPHGreenwich debt financing provided by the Legacy Investor or its affiliate, (x) Legacy Investor’s initial capital contribution, and (y) any additional capital contributions made by Legacy Investor), then distributed pro rata pursuant to the members’ respective percentage interests in TPHGreenwich.

~~Table~~JV Investor, in its capacity as manager of ~~Contents~~TPHGreenwich, will manage, control and conduct the affairs of TPHGreenwich, subject only to certain major decisions set forth in the JV Operating Agreement. Major decisions are (1) entering into any transaction with or for the benefit of Legacy Investor or its affiliate, other than any transaction involving Legacy Investor or its affiliate providing debt and/or equity to the Company as set forth in the JV Operating Agreement or any arms-length transaction, (2) any amendment or modification of the JV Operating Agreement or any operating agreement of a subsidiary company of TPHGreenwich, or any other agreement with the Company or a subsidiary company of TPHGreenwich if such amendment would materially adversely affect the rights or obligations of the Company in a manner that is disproportionate to the JV Investor, (3) any tax or accounting matter decision relating to net operating losses (“NOLs”) that would be materially adverse to the Company but not the JV Investor, and (4) the admission of any other member to TPHGreenwich or its subsidiary except as permitted under the JV Operating Agreement.

~~Joint~~Under ~~Venture~~the JV Operating Agreement, the Company retained oversight of the Paramus Property and had the sole and exclusive right to manage and make decisions regarding the Paramus Property, subject to (i) the Company Investor’s right to approve any purchase and sale agreement for the Paramus Property that may be entered into in accordance with the terms and conditions of the Stock Purchase Agreement; (ii) the JV Investor’s right to approve any material modifications of such purchase and sale agreement for the Paramus Property, and (iii) the JV Investor’s right to approve any dissolution of the owner of the Paramus Property. The Paramus Property was subsequently sold on February 4, 2025.

AtThe ~~the closing of the Recapitalization Transactions, the~~ Company’s ~~and~~liability ~~the~~under JVany ~~Investor~~cause ~~entered into the JV Operating Agreement, with the Company owning 95%~~ of ~~the~~action ~~ownership~~arising ~~interests~~from inor ~~TPHGreenwich and the JV Investor owning 5% of the ownership interests~~ in ~~TPHGreenwich.~~connection ~~Distributions~~with ~~under~~ the JV Operating Agreement ~~first~~is golimited to ~~the Investor until the JV Investor has received~~ its ~~initial~~interest ~~distribution amount~~ in full (which initial distribution amount is the sum of (v) all amounts due under the CCF and 77G Mezzanine Loan, (w) all amounts due in connection with any additional JV debt financing provided by Investor or its affiliate, (x) Investor’s initial capital contribution, and (y) any additional capital contributions made by Investor), then distributed pro rata pursuant to the members’ respective percentage interests in TPHGreenwich. If TPH Manager is terminated for “Cause” under the Asset Management Agreement, as described below, at the option of Investor, the Company’s right to distributions from TPHGreenwich will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor.

JVIn ~~Investor,~~connection inwith ~~its~~the ~~capacity~~Steel asPartners ~~manager~~Transaction of(as ~~TPHGreenwich,~~defined ~~will~~and ~~manage~~described below), ~~control~~the Company and ~~conduct~~ the ~~affairs~~JV ofInvestor ~~TPHGreenwich,~~entered ~~subject~~into ~~only~~an toAmended ~~certain~~and ~~major~~Restated ~~decisions set forth in the~~ JV Operating Agreement. ~~Major~~(the ~~decisions~~“Amended ~~are~~and ~~(1)~~Restated ~~entering~~JV ~~into~~Operating ~~any~~Agreement”) ~~transaction~~that ~~with~~among orother ~~for~~things, ~~the~~removed ~~benefit~~any ofCompany ~~Investor~~decision-making and/or ~~its~~consent ~~affiliate,~~rights ~~other~~with ~~than~~respect ~~any~~to ~~transaction~~the ~~involving~~Paramus ~~Investor~~Property orand ~~its~~TPHGreenwich ~~affiliate providing debt~~ and~~/or~~ ~~equity~~(b) toreleased the ~~Company~~TPHGreenwich’s asobligation ~~set~~to ~~forth~~pay, incall ~~the~~capital JVand/or ~~Operating~~otherwise ~~Agreement~~reserve orfor any ~~arms-length~~such ~~transaction,~~D&O ~~(2)~~insurance ~~any~~coverage ~~amendment~~(including orinsurance ~~modification~~tail ofcoverage) and the JVLegacy’s ~~Operating~~Investor’s ~~Agreement~~obligation orto ~~any~~hold ~~operating~~back ~~agreement~~proceeds offrom athe ~~subsidiary~~sale ~~company~~ of ~~TPHGreenwich,~~property orfor any ~~other~~insurance ~~agreement~~policies ~~with~~of the Company. orIn aaddition, ~~subsidiary~~Amended ~~company~~and ofRestated ~~TPHGreenwich~~JV ifOperating ~~such~~Agreement ~~amendment~~provides ~~would~~that ~~materially adversely affect~~ the ~~rights~~Company orcan, ~~obligations~~at ofany ~~the~~time ~~Company~~after inMay a19, ~~manner~~2025, ~~that~~convey isall ~~disproportionate~~of to the JVCompany’s ~~Investor,~~95% ~~(3)~~ownership ~~any~~interest ~~tax~~in orTPHGreenwich ~~accounting~~and ~~matter~~its ~~decision~~right ~~relating~~ to ~~net~~distributions ~~operating~~under ~~losses~~the ~~that~~Amended ~~would~~and beRestated ~~materially~~JV ~~adverse~~Operating toAgreement, ~~the~~into ~~Company~~a ~~but~~trust ~~not~~established ~~the~~for ~~JV Investor, and (4)~~ the ~~admission~~benefit of ~~any~~the ~~other~~Company’s ~~member~~shareholders toof ~~TPHGreenwich~~record oron ~~its~~a ~~subsidiary~~date ~~except~~to asbe ~~permitted under the JV Operating Agreement~~determined.

~~Under~~Asset ~~the~~Management ~~JV Operating~~ Agreement, the Company will retain control of the Paramus Property and will have the sole and exclusive right to manage and make decisions regarding the Paramus Property, subject to (i) the Company Investor’s right to approve any purchase and sale agreement for the Paramus Property that may be entered into in accordance with the terms and conditions of the Stock Purchase Agreement; (ii) the JV Investor’s right to approve any material modifications of such purchase and sale agreement for the Paramus Property, and (iii) the JV Investor’s right to approve any dissolution of the owner of the Paramus Property.

~~The~~At ~~Company’s~~the ~~liability~~closing ~~under any cause~~ of ~~action~~the ~~arising~~Recapitalization ~~from~~Transactions, orthe inTPH ~~connection~~Manager ~~with~~entered into the JVAsset ~~Operating~~Management Agreement iswith ~~limited to its interest in~~ TPHGreenwich,. ~~other~~The ~~than~~Asset ~~with~~Management ~~respect~~Agreement toprovides ~~certain~~that ~~Company~~the ~~guaranty~~TPH ~~liabilities~~Manager ~~related~~agrees to ~~(a)~~provide ~~any~~certain ~~loss~~services orin ~~expense~~connection ~~incurred~~with by the JVconstruction ~~Investor under any non-recourse carveout guaranty or environmental indemnity to a third-party lender, or~~ (b)with ~~indemnification~~respect ~~and reimbursement from the Company if the JV Investor makes a payment~~ to a77 ~~third party lender pursuant to a guaranty (other than a non-recourse carve out guaranty or environmental indemnity~~Greenwich), ~~in each case~~management, ~~to the extent such loss~~operation, ~~expense~~supervision orand ~~payment~~maintenance ~~was caused solely by, or required solely as a result~~ of, ~~the~~77 ~~acts~~Greenwich orand ~~omissions~~237 of11th. ~~the~~To ~~Company~~compensate ~~or the~~ TPH Manager ~~without~~for ~~the~~such ~~prior~~services, ~~written~~TPHGreenwich ~~consent~~provides offor ~~the~~an JVannual ~~Investor.~~

~~Asset Management Agreement~~2

AtTable ~~the closing~~ of the Recapitalization Transactions, the TPH Manager entered into the Asset Management Agreement with TPHGreenwich. The Asset Management Agreement provides that the TPH Manager agrees to provide certain services in connection with the construction (with respect to 77 Greenwich), management, operation, supervision and maintenance of 77 Greenwich and 237 11th. To compensate TPH Manager for such services, TPHGreenwich will pay an annual management fee to TPH Manager equal to the greater of (x) $400,000 or (y) 1.25% of (i) the outstanding principal balance of the CCF plus (ii) the outstanding principal balance of the 77G Mezzanine Loan, plus (iii) the principal balance of any future fundings of any type under the CCF and/or 77G Mezzanine Loan.Contents

~~The~~management ~~Asset~~fee ~~Management~~to ~~Agreement~~TPH ~~will~~Manager ~~continue~~equal ~~until~~to the ~~earlier~~greater ~~to occur~~ of (ax) ~~both consummation of a sale~~$400,000 ~~transfer, conveyance~~ or ~~other~~(y) 1.25% ~~disposition~~ of ~~77 Greenwich and 237 11th and~~ (i) the ~~final~~outstanding ~~resolution~~principal balance of the ~~237~~CCF ~~11th litigation,~~plus or (bii) the ~~earlier~~outstanding ~~termination~~principal balance of the ~~Asset~~77G ~~Management~~Mezzanine ~~Agreement~~Loan, ~~pursuant~~plus ~~to its terms. TPHGreenwich has~~ (iii) the ~~right~~principal tobalance ~~terminate~~of ~~the Asset Management Agreement at~~ any ~~time~~future ~~with~~fundings ~~or without cause, provided that if the TPH Manager is terminated without cause prior to the 18-month anniversary~~ of ~~the~~any ~~Asset~~type ~~Management~~under ~~Agreement,~~ the ~~TPH~~CCF ~~Manager~~and/or ~~will~~77G beMezzanine ~~entitled~~ Loan.

2Under the terms of the Asset Management Agreement, in the event Mr. Messinger failed to be involved in the day-to-day operations of the TPH Manager pursuant to the Asset Management Agreement, TPHGreenwich agreed its sole and exclusive remedy would be to terminate TPH Manager without cause on 30 days’ notice. As noted below and previously disclosed, Mr. Messinger transitioned from Chief Executive Officer of the Company (i.e., TPH Manager) to consultant to TPHGreenwich in August 2024.

~~Table~~On April 26, 2024, the Company and Mr. Messinger entered into an amendment (the “Amendment”) to Mr. Messinger’s employment agreement, dated as of ~~Contents~~October 1, 2013, as amended (the “Employment Agreement”), and TPHGreenwich and Mr. Messinger entered into a consulting agreement (the “Consulting Agreement”). Under the Amendment, the Company agreed to make the following payments to Mr. Messinger in exchange for Mr. Messinger’s agreement to continue his employment as chief executive officer of the Company until the later of July 31, 2024 or the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, unless extended by the parties (the “Termination Date”), and that he will no longer have the right to terminate the Employment Agreement with Good Reason: (i) $300,000 within seven days of execution of the Amendment, (ii) $300,000 on August 1, 2024 and (iii) $300,000 on November 1, 2024. In addition, on the Termination Date, Mr. Messinger’s unvested restricted stock unit grants vested, and following the Termination Date, the Company will reimburse Mr. Messinger for COBRA continuation coverage for a period of 18 months. These payments, as well as the payments under the Consulting Agreement, will constitute full settlement with regards to any severance payable to Mr. Messinger under the Employment Agreement. As of December 31, 2024, Mr. Messinger had received 100% of these payments.

toUpon athe ~~termination~~Termination ~~payment~~Date, ~~equal~~the toConsulting 75Agreement ~~days’~~automatically ~~payment~~became ofeffective. Under the ~~management~~Consulting ~~fee~~Agreement, ~~based~~Mr. onMessinger ~~the~~has ~~average~~agreed ~~fee~~to ~~paid~~provide certain consulting services as an independent contractor to TPHGreenwich related to the ~~TPH~~properties ~~Manager~~owned ~~during~~by TPHGreenwich, in exchange for certain consulting payments as follows: upon the ~~immediately~~earlier ~~prior~~to 12occur ~~months.~~of ~~After~~June 1, 2026 and (i) the ~~18-month~~sale ~~anniversary~~of the Company’s Paramus property, $200,000, (ii) the sale of 237 11th, located at 237 11th Street, Brooklyn, New York, $800,000, (iii) the ~~Asset~~receipt ~~Management~~of ~~Agreement~~the final certificate of occupancy at 77 Greenwich, located at 77 Greenwich Street, New York, New York, $150,000, (iv) the ~~TPH~~receipt ~~Manager~~of ~~will~~the ~~also~~agreement ~~have~~by the ~~right~~builder to ~~terminate~~complete the ~~Asset~~façade ~~Management~~remediation ~~Agreement~~at in77 ~~its~~Greenwich, ~~sole~~$150,000, (v) final completion of the façade remediation at 77 Greenwich, $200,000 and ~~absolute~~(vi) ~~discretion~~final resolution of the litigation related to the 237 11th, ~~upon~~$400,000. ~~not~~The ~~less~~timing ~~than~~of 75the ~~days~~payments is conditioned on the existence of Available Cash (as defined in TPHGreenwich’s ~~prior~~operating ~~written~~agreement) ~~notice~~sufficient to make such payments; provided that TPHGreenwich must create a special reserve for payment of such amounts using the portion of the proceeds of the sale of the 237 11th or 237 11th Litigation distributed to TPHGreenwich by its subsidiaries which constitutes Available Cash. The Consulting Agreement will remain in effect until June 1, 2026, unless sooner terminated in accordance with its terms.

In connection with the Steel Partners Transaction (as defined and described below), the parties to the Asset Management Agreement mutually agreed to terminate the Asset Management Agreement, effective upon 45 days following the closing of the Steel Partners Transaction, or April 4, 2025. TPH Manager has agreed to provide TPHGreenwich transitionary services pursuant to the Asset Management Agreement through the termination date.

AsSteel ~~described~~Partners ~~above,~~Transaction if TPH Manager is terminated for “Cause” under the Asset Management Agreement, at the option of Investor, the Company’s right to distributions from TPHGreenwich will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor. The term “Cause” means (a) the Company ceasing to be a member under the JV Operating Agreement, (b) TPH Manager transfers its rights or obligations under the Asset Management Agreement in violation of the terms therein, (c) TPH Manager files or consents to a petition in bankruptcy, (d) TPH Manager, any Key Manager Employee (defined below) or any affiliate is convicted of fraud or is determined by a court of competent jurisdiction pursuant to a final judgment to have committed an act of fraud, (e) any misappropriation, gross negligence or willful misconduct by TPH Manager, any Key Manager Employee or any affiliate of the foregoing (which is curable one time during the term of the Asset Management Agreement if committed by a non-senior level employee), (e) any of the Company, TPH Manager or any Key Manager Employee is convicted of a felony crime or crime of moral turpitude, (f) any representation or warranty made by TPH Manager under the Asset Management Agreement is untrue in any material respect and remains uncured after notice from TPHGreenwich, (g) a material breach by TPH Manager of the terms of the Asset Management Agreement (other than as set forth above in this definition) which breach has a material adverse effect on TPHGreenwich and remains uncured after notice from TPHGreenwich, or (h) the breach or failure to comply by TPHGreenwich or any subsidiary with any loan documents (other than, in the case of loan documents in which an affiliate of JV Investor is a lender, with respect to any key person provisions relating to Mr. Messinger, our chief executive officer, or a replacement) in the event such breach or failure is caused by the actions of TPH Manager, Key Manager Employee or any affiliate and continues after the giving of any required notice and the expiration of any applicable cure period under such loan documents, and which is not the subject of a forbearance or waiver from such lender. Under the Asset Management Agreement, “Key Manager Employee” means Mr. Messinger or a replacement officer or employee of TPH Manager with reasonably equivalent skills and abilities (as determined by the JV Investor on behalf of TPHGreenwich in its reasonable discretion). In the event Mr. Messinger fails to be involved in the day-to-day operations of the TPH Manager pursuant to the Asset Management Agreement, TPHGreenwich agrees its sole and exclusive remedy will be to terminate TPH Manager without cause on 30 days’ notice.

On February 5, 2025 (the “SPA Effective Date”), the Company entered into a stock purchase agreement (the “Steel Stock Purchase Agreement”) with TPHS Lender and Steel IP Investments, LLC (the “Steel Purchaser”), an affiliate of Steel Partners Holdings L.P. (“Steel Partners”), pursuant to which the Steel Purchaser agreed to purchase from TPHS Lender, and TPHS Lender agreed to sell to Steel Purchaser, 25,862,245 shares of Common Stock of the Company (such shares are referred to collectively herein as the “Steel Shares”) in accordance with the terms and conditions of the Steel Stock Purchase Agreement. The aggregate consideration payable to TPHS Lender was $2,586,200 for the Steel Shares and certain agreements pursuant to the Steel Stock Purchase Agreement.

~~Management’s Plans and Objectives~~3

~~Following~~Table ~~the Recapitalization Transactions, our primary business is owning over $600 million~~ of federal, and various state and local NOLs and a variety of intellectual property assets focused on the consumer sector, as well as a 95% interest in TPHGreenwich and acting as asset manager for the properties owned by TPHGreenwich. With the Company now unencumbered by its real estate and related liabilities, we continue to focus on exploring a range of strategic and financing alternatives to maximize stockholder value and to engage with parties that have expressed interest in the Company’s attributes and assets and may see the Company as a potential vehicle for growth, with potential opportunities to recapitalize the Company at a lower cost of capital. The Company has engaged Houlihan Lokey and Ackman-Ziff to act as advisors (the “Advisors”) in connection with our strategic review process and to assist us in identifying and evaluating potential alternatives, including among others securing an equity and/or debt financing of the Company, refinancing of existing debt, and/or a sale or merger or reverse merger of the Company. There is no assurance that we will be successful in consummating any such strategic transaction on terms or a timeframe acceptable to us or at all. Contents

~~Competition~~On February 18, 2025 (the “Steel Closing”), at the closing of the transactions contemplated by the Steel Stock Purchase Agreement, the Company, TPHS and the Steel Purchaser entered into certain ancillary agreements referenced above and below, including the Amended and Restated JV Operating Agreement and the Steel Purchaser Stockholders’ Agreement. The transactions contemplated by the Steel Stock Purchase Agreement are herein referred to as the “Steel Partners Transaction.” The Company consummated the Steel Partner Transaction with a view toward, among other things, achieving significant operational synergies, including through the use of Steel Partners’ corporate services and participation in Steel Partners operational excellence programs.

~~The~~Steel ~~markets~~Purchaser inStockholders’ which the properties owned through TPHGreenwich are located are inherently competitive. With respect to the operating properties currently located in Brooklyn, New York and Paramus, New Jersey, TPHGreenwich is competing for some of the same tenants, contractors and lenders. Competitive factors with respect to 77 Greenwich may have a more material effect on TPHGreenwich as it is its most significant real estate asset. Various municipal entities are making and have indicated an intent to continue to make significant investments in the immediate vicinity of 77 Greenwich to support the growth of the downtown Manhattan neighborhood as a vibrant 24/7 community to work, live and visit. Several privately funded commercial and residential developments have been or are being constructed or have been proposed and office buildings are being converted to residential use to take advantage of the increasing desirability of the Agreement

3On the SPA Effective Date and in connection with the Steel Partners Transaction, the Company and the Steel Purchaser entered into a shareholder rights agreement (the “Steel Purchaser Stockholders’ Agreement”), which became effective upon the Steel Closing.

~~Table~~The ofSteel ~~Contents~~Purchaser Stockholders’ Agreement contains various covenants including, among others:

~~neighborhood.~~● The ~~impact~~Company ofwill ~~these~~take ~~changing~~all ~~supply~~necessary corporate actions and ~~demand~~obtain ~~characteristics~~all isnecessary ~~uncertain~~approvals so that, as of the Steel Closing, the Company’s board of directors (the “Board”) consists of five (5) members, who will initially be: (i) Jack L. Howard (Chairman), (ii)Alexander C. Matina, (iii) Joseph Martin, (iv) Jeffrey S. Wald, and ~~they~~(v) ~~could~~Joanne ~~positively~~M. orMinieri. ~~negatively~~Subsequently, ~~impact~~the Company has agreed that so long as Steel Purchaser owns at least 20% of the ~~plan~~Company’s outstanding capital stock, the Company will take all action reasonably necessary to ~~maximize~~cause the ~~value~~Board ofto 77remain ~~Greenwich~~at five (5) members, which shall include (A) one (1) director who shall qualify as independent and is mutually agreed upon by Steel Purchaser and the Company and (B) two (2) directors designated solely by Steel Purchaser.

~~Regulatory~~● ~~Matters~~As of the Steel Closing, Matthew Messinger will act as an observer of the Board until the earlier of (i) his voluntary resignation as an observer of the Board and (ii) the Board’s determination to remove Mr. Messinger as an observer of the Board.

~~Environmental~~● ~~Compliance~~So long as at least ten percent (10%) of the Company’s total issued and outstanding Common Stock continues to be traded on OTC Pink Market, the Company will use commercially reasonable best efforts to, and Steel Purchaser agrees to provide management services to assist the Company to, prepare and publish the information as contemplated by Rule 144(c) of the Securities Act of 1933, as amended, including: (i) within 45 days following each quarter of each fiscal year and (ii) within 90 days following each fiscal year of the Company, (A) a consolidated balance sheet, (B) consolidated statements of operations and comprehensive income and of cash flows, and, as applicable, a comparison between (x) the actual amounts as of and for such period and (y) the comparable amounts for the prior corresponding period, with an explanation of any material differences between such amounts, and (C) a consolidated statement of stockholders’ equity; in each case, prepared in accordance with GAAP and, in the case of annual financial statements, audited and certified by independent public accountants of recognized standing selected by the Company.

~~Under~~● ~~various~~On ~~federal,~~or ~~state~~prior ~~and~~to ~~local~~the ~~laws~~Steel Closing, ~~ordinances~~the ~~and~~Company ~~regulations,~~will aamend ~~current~~its orbylaws ~~previous~~(as ~~owner~~currently orin ~~operator~~effect as of ~~real~~the ~~estate~~date ~~may~~hereof, bethe ~~required~~“Bylaws”), to ~~investigate~~provide ~~and~~for ~~remediate~~the ~~hazardous~~ability orof ~~toxic~~shareholders ~~substances~~holding at aleast ~~property,~~an ~~and~~aggregate ~~may~~of be15% ~~held~~of ~~liable~~the toCompany’s aoutstanding ~~governmental~~Common ~~entity~~Stock or to ~~third~~call ~~parties~~a ~~for~~special ~~property~~meeting ~~damage~~of orthe ~~personal~~shareholders ~~injuries~~of ~~and for investigation and clean-up costs incurred by~~ the ~~parties~~Company ~~in connection with~~ (the ~~contamination~~“Bylaws Amendment”). ~~These~~Following ~~laws often impose liability without regard to whether~~ the ~~owner~~effectiveness ~~or operator had knowledge~~ of, orthe ~~was~~Bylaws ~~responsible for~~Amendment, the ~~release~~Company ofwill ~~the~~not ~~hazardous~~further oramend ~~toxic~~the ~~substances.~~Bylaws ~~The~~without ~~presence of contamination or~~ the ~~failure~~prior towritten ~~remediate~~consent ~~contamination~~of ~~may adversely affect~~ the ~~owner’s~~Steel ~~ability~~Purchaser, not to ~~sell~~be orunreasonably ~~lease~~withheld, ~~real~~conditioned ~~estate~~ or ~~to borrow using the real estate as collateral~~delayed.

~~Other~~As ~~federal,~~previously ~~state and local laws~~disclosed, ~~ordinances and regulations require abatement or removal of asbestos-containing materials in~~ the ~~event~~changes ~~of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopment projects that a potential purchaser would want~~ to ~~undertake with respect to any particular parcel of real estate we own. Such laws, ordinances and regulations also govern emissions from and exposure to asbestos fibers in~~ the ~~air.~~Board ~~Federal~~discussed ~~and~~above ~~state~~became ~~laws~~effective ~~also~~upon ~~regulate~~ the ~~operation~~Steel ~~and removal of underground storage tanks~~Closing. In ~~connection~~addition, ~~with~~ the ~~ownership~~Bylaws ~~and~~Amendment ~~management~~was ofeffective ~~certain~~as ~~properties, we and/or TPHGreenwich could be held liable for the costs~~ of ~~remedial action with respect to these regulated substances or related claims~~closing.

~~Zoning and Planning~~4

InTable ~~connection with any development or redevelopment~~ of the properties, TPHGreenwich will be required to comply with applicable zoning, land-use, building, occupancy, and other laws and regulations. In many cases, TPHGreenwich is and will continue to be required to obtain governmental permits, site plan approvals and/or other authorizations, or seek variances, prior to proceeding with planned development or other activities. Contents

~~The~~Secured ~~Zoning~~Promissory ~~Resolution~~Note of the City of New York, effective as of December 15, 1961, as amended (the “Zoning Resolution”), governs the use and development of properties in New York City. Properties in New York City may be developed on an as-of-right basis, i.e. without any discretionary city approvals, unless the proposed use or bulk does not comply with the applicable provisions of the Zoning Resolution. Discretionary approvals may be requested from the New York City Planning Commission or the Board of Standards and Appeals. Discretionary approvals are subject to hearing and public participation requirements and are also subject to environmental review pursuant to the State Environmental Quality Review Act, as implemented by the City Environmental Quality Review.

~~Intellectual~~In ~~Property~~connection ~~Assets~~with the Steel Partners Transaction, 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 and Steel Purchaser, pursuant to which the Company may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Company. As of March 24, 2025, $1.0 million was outstanding under the Steel Promissory Note.

We control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms, including FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, various trademarks are controlled and/or owned by us, including “FileneManagement’s ~~Basement”®,~~Plans ~~“Stanley Blacker”®, “Running of the Brides”®~~ and ~~“An Educated Consumer is Our Best Customer,”® and have been registered with the United States Patent and Trademark Office.~~Objectives

~~Human~~Following ~~Capital~~the ~~Resources~~Recapitalization Transactions and the Steel Transaction, our primary business is owning a variety of intellectual property assets focused on the consumer sector, as well as a 95% interest in TPHGreenwich which is accounted for as an equity method investment. As discussed herein, we may distribute the interest in TPHGreenwich to our shareholders in 2025. At the same time, we are implementing various cost efficiencies using proven business optimization practices in partnership with Steel Partners and exploring potential business expansions and alternatives in order to maximize stockholder value. These may include, for example, acquisition of additional business assets, contribution by Steel or a third party of additional business assets to Trinity, or other business combinations. There is no assurance that we will successfully complete any such acquisition, contribution, or combination, or that any such transaction will be successful.

AsThe offinancial ~~December~~statements ~~31,~~do ~~2023,~~not weinclude ~~had~~any aadjustments ~~total~~that ofmight ~~six~~result ~~employees,~~from ~~all~~the outcome of ~~which~~any ~~were~~uncertainty ~~full-time~~as into ~~executive,~~our ~~management,~~ability ~~finance,~~to ~~accounting,~~continue ~~operations~~as ~~and~~a ~~administrative~~going ~~capacities~~concern.

~~General Information about Trinity~~

~~Trinity is incorporated in Delaware. Trinity maintains its headquarters at 340 Madison Avenue, Suite 3C, New York, New York, 10173, and the telephone number is (212) 235-2190.~~

4Competition

~~Table of Contents~~

~~Available~~The ~~Information~~markets in which the properties owned through our investment in TPHGreenwich are located are inherently competitive. With respect to the operating properties currently located in Brooklyn, New York, TPHGreenwich is competing for some of the same tenants, contractors and lenders. Competitive factors with respect to 77 Greenwich may have a more material effect on TPHGreenwich as it is its most significant real estate asset. Various municipal entities are making and have indicated an intent to continue to make significant investments in the immediate vicinity of 77 Greenwich to support the growth of the downtown Manhattan neighborhood as a vibrant 24/7 community to work, live and visit. Several privately funded commercial and residential developments have been or are being constructed or have been proposed and office buildings are being converted to residential use to take advantage of the increasing desirability of the neighborhood. The impact of these changing supply and demand characteristics is uncertain, and they could positively or negatively impact the plan to maximize the value of 77 Greenwich.

Our website address is www.trinityplaceholdings.com or www.tphs.com. References in this document to our website are not and should not be considered part of this Annual Report on Form 10-K, and the information on our website is not incorporated by reference into this Annual Report.

~~Item 1A. RISK~~Regulatory ~~FACTORS~~Matters

~~Our~~Environmental business, operations and financial condition are subject to various risks. Some of these risks are described below, and stockholders should take such risks into account when evaluating us or any investment decision involving us. This section does not describe all risks that may be applicable to us, our industry or our business, and it is intended only as a summary of certain material risk factors. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business. More detailed information concerning certain of the risk factors described below is contained in other sections of this Annual Report on Form 10-K. Stockholders should also refer to the other information contained in our periodic reports, including the Cautionary Note Regarding Forward-Looking Statements section, our consolidated financial statements and the related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations section for a further discussion of the risks, uncertainties and assumptions relating to our business.Compliance

~~Risk~~Under ~~Factors~~various ~~Related~~federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and remediate hazardous or toxic substances at a property, and may be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by the ~~Company~~parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator had knowledge of, or was responsible for, the release of the hazardous or toxic substances. The presence of contamination or the failure to remediate contamination may adversely affect the owner’s ability to sell or lease real estate or to borrow using the real estate as collateral.

~~After~~Other federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the ~~Recapitalization~~event ~~Transaction~~of demolition or certain renovations or remodeling, wethe ~~have~~cost ~~limited~~of ~~cash~~which ~~resources~~may be substantial for certain redevelopment projects that a potential purchaser would want to undertake with respect to any particular parcel of real estate we owned. Such laws, ~~our~~ordinances ~~only~~and ~~source~~regulations also govern emissions from and exposure to asbestos fibers in the air. Federal and state laws also regulate the operation and removal of ~~revenue~~underground isstorage antanks. ~~asset~~In connection with the ownership and management ~~fee~~of certain properties, we and/or ~~are~~TPHGreenwich ~~reliant~~could onbe ~~external~~held ~~sources~~liable for the costs of ~~capital~~remedial action with respect to ~~fund~~these ~~ongoing~~regulated ~~operations~~substances or related claims.

Our prior revenue generating activities did not produce sufficient funds for profitable operations and working capital. Accordingly, our continued operation will require raising additional capital on acceptable terms. We have relied and will continue to rely substantially upon equity and debt financing and our asset management fees to fund our ongoing operations. There can be no assurance that additional sources of capital will be available to us on commercially favorable terms. In addition, our inability to access the capital markets on favorable terms, because of a low stock price, unfavorable market conditions or otherwise, will affect our ability to execute our business plan as scheduled. If we are unable to raise capital on market terms, our ability to run our operations and/or grow through new acquisitions and investments, and thus become profitable, will be materially adversely impacted.5

WeTable ~~have~~of ~~not generated an operating profit and consequently our business plan is difficult to evaluate and our long-term viability cannot be assured.~~Contents

~~Since~~Zoning ~~our formation, we have generated limited revenues~~ and had negative cash flow from operations. The development of our business plan has required, and will continue to require, substantial capital expenditures. There can be no assurance that our business will be successful, that we will be able to achieve or maintain a profitable operation, or that we will not encounter unforeseen difficulties that may deplete our capital resources more rapidly than anticipated. There can be no assurance that we will achieve or sustain profitability or positive cash flows from our operating activities.Planning

WeIn ~~may~~connection ~~evaluate~~with ~~and~~any ~~potentially~~development ~~consummate~~or aredevelopment ~~strategic~~of ~~transaction~~the properties, ~~which~~TPHGreenwich ~~could~~will ~~require~~be ~~significant~~required ~~management~~to ~~attention,~~comply ~~consume~~with ~~our~~applicable ~~financial~~zoning, ~~resources~~land-use, ~~disrupt~~building, ~~our~~occupancy, ~~business~~ and ~~adversely~~other ~~affect~~laws ~~our~~and ~~results~~regulations. ofIn ~~operations~~many cases, TPHGreenwich is and wewill ~~may~~continue ~~fail~~to be required to ~~realize~~obtain ~~the~~governmental ~~anticipated~~permits, ~~benefits~~site ofplan ~~such~~approvals aand/or ~~strategic~~other ~~transaction~~authorizations, or seek variances, prior to proceeding with planned development or other activities.

The Zoning Resolution of the City of New York, effective as of December 15, 1961, as amended (the “Zoning Resolution”), governs the use and development of properties in New York City. Properties in New York City may be developed on an as-of-right basis, i.e. without any discretionary city approvals, unless the proposed use or bulk does not comply with the applicable provisions of the Zoning Resolution. Discretionary approvals may be requested from the New York City Planning Commission or the Board of Standards and Appeals. Discretionary approvals are subject to hearing and public participation requirements and are also subject to environmental review pursuant to the State Environmental Quality Review Act, as implemented by the City Environmental Quality Review.

WeIntellectual ~~believe~~Property that our success will depend, in part, on our ability to consummate a strategic transaction in the near-term. The identification of a suitable candidate for a strategic transaction can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified strategic transactions. Strategic transactions are inherently risky, and ultimately, if we do not complete an announced strategic transaction successfully and in a timely manner, we may not realize the anticipated benefits of the strategic transaction. Achieving the anticipated benefits of any transaction involves a number of risks, including disruption of our ongoing business and distraction of our management and employees from daily operations or other opportunities and challenges, utilization of our financial resources for a transaction that may fail to realize the anticipated benefits, regulatory risks, including maintaining good standing with existing regulatory bodies or Assets

5We control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms, including FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, various trademarks are controlled and/or owned by us, including “Filene’s Basement”®, “Stanley Blacker”®, “Running of the Brides”® and “An Educated Consumer is Our Best Customer,”® and have been registered with the United States Patent and Trademark Office.

~~Table~~Human ofCapital ~~Contents~~Resources

~~receiving~~As ~~any~~of ~~necessary~~December ~~approvals~~31, ~~and~~2024, ~~the~~we ~~failure~~had a total of ~~the~~four ~~due~~employees, ~~diligence~~all ~~processes~~of towhich ~~identify~~were ~~significant~~full-time ~~problems~~in executive, ~~liabilities~~management, orfinance, ~~challenges~~accounting, ofoperations ~~the~~and ~~strategic~~administrative ~~partner~~capacities.

General Information about Trinity

~~Our~~Trinity ~~failure~~is toincorporated ~~address~~in ~~these~~Delaware. ~~risks~~Trinity ormaintains ~~other~~its ~~problems~~headquarters ~~encountered~~at in340 ~~connection~~Madison ~~with~~Avenue, ~~any~~Suite ~~strategic~~3C, ~~transaction~~New ~~could~~York, ~~cause~~New usYork, to10173, ~~fail~~and ~~to realize~~ the ~~anticipated~~telephone ~~benefits~~number ofis ~~the~~(212) ~~transaction,~~235-2190. ~~cause~~Following usthe toexpiration ~~incur~~of ~~unanticipated~~its ~~liabilities~~lease ~~and~~on ~~harm~~March ~~our~~31, ~~business generally. In addition~~2025, ~~such~~the aCompany’s ~~transaction~~principal ~~could~~place ~~also~~of ~~result~~business inwill ~~dilutive~~be ~~issuances~~590 ofMadison ~~our equity securities~~Avenue, ~~the~~32nd ~~incurrence of debt~~floor, ~~contingent~~New ~~liabilities~~York, ~~amortization expenses or the write-off of goodwill~~NY, ~~any of which could harm our financial condition~~10022.

Available Information

WeOur ~~are~~website ~~subject~~address is www.trinityplaceholdings.com or www.tphs.com. References in this document to ~~risks~~our ~~associated~~website ~~with~~are ~~TPHGreenwich~~not and should not be considered part of this Annual Report on Form 10-K, ~~including~~and ~~that~~the weinformation ~~may~~on our website is not ~~receive~~incorporated ~~any~~by ~~distributions~~reference ~~from~~into ~~TPHGreenwich~~this Annual Report.

Joint venture investments involve risks not otherwise present for investments made or owned solely, including the possibility that our joint venture partner might become bankrupt, or may take action contrary to our instructions, requests, policies or objectivesItem 1A. RISK We own a 95% interest in TPHGreenwich, with the JV Investor owning the other 5% interest. However, under the JV Operating Agreement, JV Investor, in its capacity as manager of TPHGreenwich, manages, controls and conducts the affairs of TPHGreenwich, subject only to certain limited major decisions set forth in the JV Operating Agreement. In addition, distributions under the JV Operating Agreement first will be paid to the Investor until it has received its initial distribution amount in full (including, but not limited to, all amounts due under the CCF and 77G Mezzanine Loan), following which such distributions will be distributed pro rata pursuant to the members’ respective percentage interests in TPHGreenwich. Further, if TPH Manager is terminated for “Cause” under the Asset Management Agreement, at the option of Investor, the Company’s right to distributions from TPHGreenwich will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor.FACTORS

~~The~~Our ~~Company~~business, ~~may~~operations ~~not~~and ~~receive~~financial ~~any~~condition ~~distributions~~are ~~from~~subject ~~TPHGreenwich~~to various risks. Some of these risks are described below, ~~including~~and ifstockholders ~~the~~should JVtake ~~Investor~~such risks into account when evaluating us or any investment decision involving us. This section does not ~~receive~~describe ~~repayment~~all risks that may be applicable to us, our industry or our business, and it is intended only as a summary of ~~its~~certain ~~initial~~material ~~distribution~~risk ~~amount~~factors. inAdditional ~~full~~risks and uncertainties that we do not presently know about or ifthat we currently believe are not material may also adversely affect our business. More detailed information concerning certain of the ~~Asset~~risk ~~Management~~factors ~~Agreement~~described below is ~~terminated,~~contained ~~which~~in ~~would~~other ~~have~~sections aof ~~material~~this ~~adverse~~Annual ~~effect~~Report on Form 10-K. Stockholders should also refer to the other information contained in our ~~results~~periodic reports, including the Cautionary Note Regarding Forward-Looking Statements section, our consolidated financial statements and the related notes and Management’s Discussion and Analysis of ~~operations~~Financial Condition and Results of Operations section for a further discussion of the risks, ~~liquidity~~uncertainties and ~~financial~~assumptions ~~condition.~~relating to our business.

One of our primary business purposes following the Recapitalization Transactions is to act as asset manager for the properties owned by TPHGreenwich in accordance with the terms and conditions of the Asset Management Agreement which can be terminated by TPHGreenwich at any time with or without cause.6

~~Following~~Table the Recapitalization Transactions, we have been hired by TPHGreenwich to provide asset management services for the properties owned by TPHGreenwich for an annual management fee. TPHGreenwich has the right to terminate the Asset Management Agreement at any time with or without cause (subject to our right to receive a termination payment if we are terminated without cause prior to the 18-month anniversary of being hired). As the asset management fee will be our main source of revenue following the Recapitalization Transactions, if the Asset Management Agreement is terminated, this will have a material adverse effect on our results of operations, liquidity and financial condition.Contents

WeRisk ~~are~~Factors ~~subject~~Related to ~~extensive covenants, and~~ the ~~Investor has many consent and approval rights, under the Stock Purchase Agreement, many of which survive indefinitely following the closing of the Recapitalization Transactions.~~Company

WeAfter ~~are subject to extensive covenants, and~~ the ~~Investor~~Steel ~~has many consent and approval rights~~Transaction, ~~under the Stock Purchase Agreement that~~ we ~~entered~~have ~~into~~limited ~~with~~cash ~~the Investor~~resources, ~~the~~our ~~breach~~only ofsource ~~any~~ of ~~which~~funds ~~could~~is ~~result in~~ the ~~Investor~~Steel ~~pursuing~~Promissory ~~claims against the Company for damages~~Note, ~~which~~and ~~could~~are ~~have~~reliant ~~an adverse impact~~ on ~~our~~external ~~results~~sources of ~~operations~~capital ~~and~~to ~~financial~~fund ~~condition~~ongoing operations.

Our ~~revenues~~prior revenue generating activities did not produce sufficient funds for profitable operations and working capital. Accordingly, our continued operation will require raising additional capital on acceptable terms. We have relied and will continue to rely substantially upon equity and debt financing and draws under the ~~value~~Steel Promissory Note to fund our ongoing operations. There can be no assurance that additional sources of capital will be available to us on commercially favorable terms. In addition, our ~~portfolio~~inability ~~are~~to ~~affected~~access bythe acapital ~~number~~markets on favorable terms, because of ~~factors~~a ~~that~~low stock price, unfavorable market conditions or otherwise, will affect ~~investments~~our inability ~~leased~~to ~~commercial~~execute our business plan as scheduled. If we are unable to raise capital on market terms, our ability to run our operations and/or ~~residential~~grow ~~real~~through ~~estate~~new ~~generally~~acquisitions and investments, and thus become profitable, will be materially adversely impacted.

We ~~are~~have ~~subject~~not togenerated ~~the~~an ~~general~~operating ~~risks~~profit ~~of investing in leasable real estate in connection with TPHGreenwich’s existing retail~~ and ~~residential~~consequently ~~properties.~~our ~~These~~business ~~risks~~plan ~~include~~is ~~the~~difficult ~~ability~~ to ~~secure~~evaluate ~~leases~~and ~~with~~our ~~new tenants, renew leases with existing tenants, the non~~long-~~performance~~term ofviability ~~lease~~cannot ~~obligations by tenants, leasehold improvements that will~~ be costly or difficult to remove or certain upgrades that may be needed should it become necessary to re-rent the leased space for other uses, rights of termination of leases due to events of casualty or condemnation affecting the leased space or the property or due to interruption of the tenant’s quiet enjoyment of the leased premises, and obligations of a landlord to restore the leased assured.

6Since our formation, we have generated limited revenues and had negative cash flow from operations. The development of our business plan has required, and may continue to require, substantial capital expenditures. There can be no assurance that our business will be successful, that we will be able to achieve or maintain a profitable operation, or that we will not encounter unforeseen difficulties that may deplete our capital resources more rapidly than anticipated. There can be no assurance that we will achieve or sustain profitability or positive cash flows from our operating activities.

~~Table~~We ofare ~~Contents~~subject to risks associated with TPHGreenwich, including that we may not receive any distributions from TPHGreenwich.

~~premises~~Joint orventure ~~the~~investments ~~property~~involve ~~following~~risks ~~events~~not ofotherwise ~~casualty~~present for investments made or ~~condemnation~~owned solely, ~~and~~including ~~potentially,~~the aspossibility ~~occurred~~that atour ~~237~~joint ~~11th~~venture partner might become bankrupt, ~~damages~~or ~~arising~~may ~~from~~take ~~defective~~action ~~construction~~contrary to our instructions, requests, policies or objectives. ~~The~~We ~~occurrence~~own ofa ~~any~~95% ofinterest ~~these~~in ~~events~~TPHGreenwich, ~~particularly~~ with ~~respect~~the toJV ~~leases~~Investor atowning the ~~commercial~~other ~~real~~5% ~~estate~~interest. ~~property~~However, orunder ~~issues~~the ~~that~~Amended ~~affect~~and ~~numerous~~Restated ~~residential~~JV ~~units~~Operating Agreement, ~~could~~JV ~~adversely~~Investor, ~~impact~~in its capacity as manager of TPHGreenwich, manages, controls and inconducts the ~~case~~affairs of ~~237~~TPHGreenwich, ~~11th~~subject only to certain limited major decisions set forth in the Amended and Restated JV Operating Agreement. In addition, distributions under the Amended and Restated JV Operating Agreement first will be paid to the Investor until it has ~~adversely~~received ~~impacted~~its initial distribution amount in full (including, ~~our~~but ~~results~~not oflimited ~~operations~~to, ~~liquidity~~all amounts due under the CCF and ~~financial~~77G ~~condition~~Mezzanine Loan), following which such distributions will be distributed pro rata pursuant to the members’ respective percentage interests in TPHGreenwich.

InThe ~~addition,~~Company ifmay ~~our~~not ~~competitors~~receive ~~offer~~any ~~space~~distributions atfrom ~~net~~TPHGreenwich, ~~effective~~including ~~rental~~if ~~rates~~the ~~below~~JV ~~our~~Investor ~~current~~does ~~net~~not ~~effective~~receive ~~rental~~repayment ~~rates~~of orits ~~market~~initial ~~rates,~~distribution ~~TPHGreenwich~~amount ~~may~~in ~~lose~~full ~~current~~ or ~~potential~~if ~~tenants~~the toAsset ~~other~~Management ~~properties~~Agreement inis ~~our markets. Additionally~~terminated, ~~TPHGreenwich~~which ~~may~~would ~~need~~have toa ~~reduce~~material ~~net~~adverse ~~effective~~effect ~~rental~~on ~~rates~~our ~~below current rates or offer incentives in order to retain tenants upon expiration of their leases or to attract new tenants. Our~~ results of operations, liquidity and ~~cash~~financial ~~flow may be adversely affected as a result of these factors~~condition.

~~The~~TPHGreenwich’s ~~loss~~revenues ofand ~~key~~the ~~personnel~~value ~~upon~~of ~~whom~~its weportfolio ~~depend~~are toaffected ~~operate~~by ~~our~~a ~~business~~number ~~would~~of ~~adversely~~factors that affect ~~our~~investments ~~business~~in leased commercial and residential real estate generally.

~~Our~~We ~~ability~~are tosubject ~~continue~~ to ~~operate~~the ~~depends~~general inrisks ~~large~~of ~~part~~investing onin ~~our~~leasable ~~ability~~real toestate ~~retain~~in ~~key~~connection ~~personnel,~~with ~~including~~TPHGreenwich’s inexisting ~~particular~~retail ~~our President~~ and ~~Chief~~residential ~~Executive Officer, Matthew Messinger~~properties. WeThese ~~may~~risks ~~not~~include bethe ~~successful~~ability inof ~~retaining~~TPHGreenwich ~~such key personnel and any inability~~ to dosecure soleases ~~would~~with ~~have~~new ~~a material adverse effect on our business~~tenants, ~~results~~renew ofleases ~~operations~~with ~~and~~existing ~~financial condition. In addition~~tenants, ~~under~~ the ~~terms~~non-performance of ~~the~~lease ~~Asset~~obligations ~~Management~~by ~~Agreement~~tenants, inleasehold ~~the~~improvements ~~event~~that ~~Mr. Messinger~~will ~~fails to~~ be ~~involved~~costly inor ~~the~~difficult ~~day-~~to~~-day~~ ~~operations~~remove ofor ~~the~~certain ~~TPH~~upgrades ~~Manager~~that ~~pursuant~~may tobe ~~the~~needed ~~Asset~~should ~~Management~~it ~~Agreement,~~become ~~TPHGreenwich~~necessary ~~will~~to ~~have~~re-rent the ~~right~~leased tospace ~~terminate~~for ~~TPH~~other ~~Manager without cause on 30 days’ notice~~uses, ~~which~~rights ~~would~~of ~~have~~termination aof ~~material~~leases ~~adverse~~due ~~effect~~to onevents ~~our business, results~~ of ~~operations~~casualty ~~and~~or ~~financial~~condemnation ~~condition.~~affecting Onthe ~~March~~leased ~~18,~~space ~~2024,~~or ~~Mr.~~the ~~Messinger~~property ~~delivered~~or ~~written~~due ~~notice (the “Notice”)~~ to ~~the~~interruption ~~board~~ of ~~directors of~~ the ~~Company~~tenant’s ofquiet ~~the~~enjoyment ~~occurrence~~ of ~~events which he maintains constitute “Good Reason” for termination in accordance with his employment agreement with~~ the ~~Company~~leased ~~(the “Employment Agreement”). Under the Employment Agreement~~premises, ~~the~~and ~~Company~~obligations ~~has thirty days from the date~~ of ~~the~~a ~~Notice~~landlord to ~~cure~~restore the ~~circumstances~~leased ~~provided~~premises inor the ~~Notice.~~property Iffollowing ~~the~~events ~~Company~~of ~~fails~~casualty toor ~~timely~~condemnation, ~~cure~~and ~~such~~potentially, ~~circumstances~~as inoccurred ~~accordance~~at ~~with~~237 ~~the~~11th, ~~terms~~damages ofarising ~~the~~from ~~Employment~~defective ~~Agreement~~construction. ~~and~~The ~~those~~occurrence ~~circumstances~~of ~~otherwise~~any ~~constitute an event~~ of ~~Good~~these ~~Reason (as defined in the Employment Agreement)~~events, ~~Mr.~~particularly ~~Messinger’s~~with ~~employment~~respect ~~will be deemed~~ to beleases ~~terminated for Good Reason~~ at the ~~end~~commercial ofreal ~~the~~estate ~~cure period~~property, ~~and~~or ~~Mr.~~issues ~~Messinger~~that ~~would~~affect benumerous ~~entitled~~residential tounits, ~~certain~~could ~~benefits~~adversely ~~set~~impact, ~~forth in the Employment Agreement. The parties have been~~ and ~~remain~~ in ~~active discussions regarding~~ the ~~terms~~case of ~~Mr.~~237 ~~Messinger’s~~11th, ~~continued~~has ~~employment~~adversely ~~by the Company~~impacted, ~~however~~our ~~there~~results ~~can~~of beoperations, noliquidity ~~assurance that a resolution will be reached in a timely manner~~ and onfinancial ~~favorable terms, if at all~~condition.

~~Our~~In ~~ability~~addition, toif ~~utilize~~TPHGreenwich’s competitors offer space at net effective rental rates below our ~~NOLs~~current tonet ~~reduce~~effective ~~future~~rental ~~tax~~rates ~~payments~~or market rates, TPHGreenwich may belose ~~limited~~current asor apotential ~~result~~tenants ofto ~~future~~other ~~transactions~~properties in our markets. Additionally,

We had approximately $316.6 million of federal NOLs and $267.4 million of state NOLs and New York State and New York City prior NOL conversion subtraction pools of approximately $27.9 million and $22.9 million, respectively, as of December 31, 2023. Section 382 of the Internal Revenue Code (the “Code”), limits the ability of a company to utilize its NOLs after an ownership change. For purposes of Section 382, an ownership change occurs if the percentage of the stock of the company owned by persons holding 5% or more of the stock increases by more than 50 percentage points over a rolling three year lookback period. Generally, if an ownership change occurs, the annual taxable income limitation on our use of NOLs is equal to the product of the applicable long-term tax exempt rate and the value of our stock immediately before the ownership change. If we undergo an ownership change, our ability to utilize our NOLs would be subject to significant limitations. In addition, the 2017 tax legislation known as the Tax Cuts and Jobs Act (the “TCJA”) limited the deductibility of NOLs arising in tax years beginning after December 31, 2017 to 80 percent of taxable income (computed without regard to the net operating loss deduction) for the taxable year, and eliminated the ability of taxpayers to carryback such NOLs to prior years. These limitations were modified by the “Coronavirus Aid, Relief, and Economic Security (CARES) Act,” signed into law on March 27, 2020. The CARES Act suspended the 80% limitation on the use of NOLs for tax years beginning before January 1, 2021, and allowed losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021 to be carried back up to five years.7

~~Political~~Table ~~and economic uncertainty, and developments related to outbreaks~~ of ~~contagious diseases could have an adverse effect on us.~~Contents

WeTPHGreenwich ~~cannot~~may ~~predict~~need ~~how~~to ~~current~~reduce ~~and~~net ~~future~~effective ~~political~~rental ~~and~~rates ~~economic~~below ~~uncertainty,~~current ~~including~~rates ~~uncertainty~~or ~~related~~offer incentives in order to ~~taxation~~retain ~~and~~tenants ~~increases~~upon inexpiration ~~interest~~of ~~rates,~~their ~~will~~leases ~~affect~~or ~~our~~to ~~critical~~attract new tenants,. ~~joint~~Our ~~venture~~results ~~partners,~~of ~~lenders,~~operations ~~financial~~and ~~institutions~~cash ~~and~~flow ~~general~~may be adversely affected as a result of these factors.

7The loss of key personnel upon whom we depend to operate our business would adversely affect our business.

~~Table~~Our ability to continue to operate depends in large part on our ability to retain key personnel. Key personnel who have already left or are scheduled to leave would have a material adverse effect on our business, results of ~~Contents~~operations and financial condition.

~~economic~~Our ~~conditions,~~ability ~~including~~to ~~consumer~~utilize ~~confidence~~our ~~and~~NOLs ~~the~~to ~~volatility~~reduce offuture ~~the~~tax ~~stock~~payments ~~market~~may ~~and~~be ~~real~~limited ~~estate~~as ~~market.~~a Inresult ~~addition, we cannot predict the potential outbreak~~ of ~~contagious diseases in the~~ future. transactions.

~~These~~As ~~issues~~of ~~may~~December ~~cause~~31, ~~consumers~~2024, towe ~~postpone~~had ~~discretionary~~approximately ~~spending~~$329.0 inmillion ~~response~~of tofederal ~~tighter~~NOLs ~~credit,~~and ~~reduced~~$291.3 ~~consumer~~million ~~confidence~~of state NOLs and ~~other~~New ~~macroeconomic~~York ~~factors~~State ~~affecting~~and ~~consumer~~New ~~spending~~York ~~behavior~~City prior NOL conversion subtraction pools of approximately $27.9 million and $22.9 million, ~~resulting~~respectively. inSection a382 ~~downturn~~of inthe Internal Revenue Code (the ~~business~~“Code”), limits the ability of ~~our~~a ~~tenants~~company ~~and~~to utilize its NOLs after an ~~impact~~ownership onchange. ~~potential~~For ~~purchases~~purposes of ~~our~~Section ~~residential~~382, ~~condominium~~an ~~units.~~ownership Inchange occurs if the ~~event~~percentage ~~political~~of ~~and~~the ~~economic~~stock ~~uncertainty~~of ~~results~~the incompany ~~financial~~owned ~~turmoil~~by ~~affecting~~persons holding 5% or more of the ~~banking~~stock ~~system~~increases ~~and~~by ~~financial~~more ~~markets~~than or50 ~~significant~~percentage ~~financial~~points ~~service~~over ~~institution~~a ~~failures~~rolling three year lookback period. Generally, ~~there~~if ~~could~~an beownership achange ~~new~~occurs, orthe ~~incremental~~annual ~~tightening~~taxable inincome limitation on our use of NOLs is equal to the ~~credit~~product ~~markets,~~of ~~low~~the ~~liquidity,~~applicable long-term tax exempt rate and ~~extreme~~the ~~volatility~~value inof ~~fixed~~our ~~income~~stock immediately before the ownership change. If we undergo an ownership change, ~~credit~~our ability to utilize our NOLs would be subject to significant limitations. In addition, ~~currency~~the 2017 tax legislation known as the Tax Cuts and ~~equity~~Jobs ~~markets.~~Act ~~Each~~(the “TCJA”) limited the deductibility of ~~these~~NOLs ~~could~~arising ~~have~~in antax ~~adverse~~years ~~effect~~beginning onafter ~~our~~December ~~business~~31, ~~financial~~2017 ~~condition~~to ~~and~~80 percent of taxable income (computed without regard to the net operating ~~results~~loss deduction) for the taxable year, and eliminated the ability of taxpayers to carryback such NOLs to prior years.

~~Breaches~~Political ofand ~~information~~economic ~~technology~~uncertainty, ~~systems~~and developments related to outbreaks of contagious diseases could ~~materially~~have ~~harm~~an ~~our~~adverse ~~business~~effect ~~and~~on ~~reputation~~us.

We ~~collect~~cannot ~~and~~predict ~~retain~~how oncurrent ~~information~~and ~~technology~~future ~~systems~~political ~~certain~~and ~~financial~~economic uncertainty, ~~personal~~including ~~and~~uncertainty ~~other~~related ~~sensitive~~to ~~information~~taxation ~~provided~~and byincreases ~~third~~in ~~parties~~interest rates, ~~including~~will affect TPHGreenwich’s critical tenants, ~~vendors~~joint venture partners, lenders, financial institutions and ~~employees.~~general Weeconomic ~~also~~conditions, ~~rely~~including onconsumer ~~information~~confidence ~~technology~~and ~~systems~~the ~~for~~volatility of the ~~collection~~stock market and ~~distribution~~real estate market. In addition, we cannot predict the potential outbreak of ~~funds~~contagious diseases in the future.

~~There~~These ~~can~~issues bemay nocause ~~assurance~~consumers ~~that~~to wepostpone ~~will~~discretionary bespending ~~able~~in response to ~~prevent~~tighter ~~unauthorized~~credit, ~~access~~reduced toconsumer ~~sensitive~~confidence ~~information~~and orother ~~the~~macroeconomic ~~unauthorized~~factors ~~distribution~~affecting ofconsumer ~~funds.~~spending ~~Any~~behavior, ~~loss~~resulting ofin ~~this~~a ~~information~~downturn orin ~~unauthorized~~the ~~distribution~~business of ~~funds~~TPHGreenwich’s astenants aand ~~result~~an ofimpact aon ~~breach~~potential purchases of ~~information~~our ~~technology~~residential ~~systems~~condominium ~~may~~units. ~~result~~In the event political and economic uncertainty results in ~~loss~~financial ofturmoil ~~funds~~affecting tothe ~~which~~banking wesystem ~~are~~and ~~entitled~~financial markets or significant financial service institution failures, ~~legal~~there ~~liability~~could ~~and~~be ~~costs~~a ~~(including~~new ~~damages~~or ~~and~~incremental ~~penalties)~~tightening in the credit markets, aslow ~~well~~liquidity, asand ~~damage~~extreme tovolatility ~~our~~in ~~reputation~~fixed income, ~~that~~credit, currency and equity markets. Each of these could ~~materially~~have ~~and~~an ~~adversely~~adverse ~~affect~~effect on our business, financial condition and ~~financial~~operating ~~performance~~results.

WeBreaches ~~may~~of beinformation ~~deemed~~technology tosystems becould amaterially ~~transient~~harm ~~investment~~our ~~company~~business and reputation.

We collect and retain on information technology systems certain financial, personal and other sensitive information provided by third parties, vendors and employees. We also rely on information technology systems for the collection and distribution of funds.

WeThere ~~are~~can ~~not~~be ~~engaged~~no inassurance ~~the~~that ~~business~~we ofwill ~~investing,~~be ~~reinvesting,~~able orto ~~trading~~prevent inunauthorized ~~securities,~~access ~~and~~to wesensitive doinformation ~~not~~or ~~hold~~the ~~ourselves~~unauthorized ~~out~~distribution asof ~~being~~funds. ~~engaged~~Any inloss ~~those~~of ~~activities.~~this ~~However,~~information ~~under~~or ~~the~~unauthorized ~~Investment~~distribution ~~Company Act~~ of ~~1940,~~funds as ~~amended,~~ a ~~company~~result ~~may~~of bea ~~deemed~~breach anof ~~investment~~information ~~company~~technology ~~under~~systems ~~Section~~may ~~3(a)(1)(C)~~result in loss of ~~the~~funds ~~Investment~~to ~~Company~~which ~~Act~~we ifare ~~the~~entitled, ~~value~~legal ofliability ~~its~~and ~~investment~~costs ~~securities~~(including isdamages ~~more~~and ~~than~~penalties), ~~40%~~as ofwell ~~its~~as ~~total~~damage ~~assets~~to ~~(exclusive~~our ofreputation, ~~government~~that ~~securities~~could materially and ~~cash~~adversely ~~items)~~affect onour anbusiness ~~unconsolidated~~and ~~basis~~financial performance.

InTable ~~connection with the Recapitalization Transactions, the JV Investor acquired a five percent (5%) interest in and was appointed the initial manager~~ of TPHGreenwich, which was a wholly-owned subsidiary of the Company holding directly or indirectly substantially all of the Company’s non-cash assets prior to the Recapitalization Transactions. Since we no longer hold a controlling interest in TPHGreenwich, the membership interest we hold in the JV could be deemed under the Investment Company Act to exceed 40% of our total assets, exclusive of government securities cash items and on an unconsolidated basis, and accordingly, we may be deemed to be a transient investment company.Contents

We may be deemed to be a transient investment company.

A transient investment company can avoid being classified as an investment company if it can rely on one of the exclusions under the Investment Company Act. One such exclusion, Rule 3a-2 under the Investment Company Act, allows a transient investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis.

We are not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. However, under the Investment Company Act of 1940, as amended, a company may be deemed an investment company under Section 3(a)(1)(C) of the Investment Company Act if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis.

We believe that for purposes of valuing the membership interest we hold in the JV, the substantial indebtedness attributable to the real property assets owned directly or indirectly by the JV would materially reduce the value of such membership interest. In the event we are deemed to be a transient investment company as a result of the Recapitalization Transactions, we believe would qualify for the grace period. We may take actions to cause any investment securities held by us to be less than 40% of our total assets, which may include acquiring assets, engaging in one or more strategic transactions or liquidating our investment securities.

In connection with the Recapitalization Transactions, the JV Investor acquired a five percent (5%) interest in and was appointed the initial manager of TPHGreenwich, which was a wholly-owned subsidiary of the Company holding directly or indirectly substantially all of the Company’s non-cash assets prior to the Recapitalization Transactions. Since we no longer hold a controlling interest in TPHGreenwich, the membership interest we hold in the JV could be deemed under the Investment Company Act to be an investment in investment securities, and, if such investment were to exceed 40% of our total assets, exclusive of U.S. government securities cash items on an unconsolidated basis, and accordingly, we could be deemed to be an inadvertent investment company under such section 3(A)(1)(C). In that case, whether or not another exemption or exclusion from the Investment Company Act is available, we may choose to treat the Company as a transient investment company under Rule 3A-2 under the Investment Company Act.

As Rule 3a-2 is available to a company no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the 40% limit for at least three years after we cease being a transient investment company. This may limit our ability to make certain investments or enter into joint ventures that could

8Rule 3a-2 under the Investment Company Act, allows a transient investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis to become compliant with Section 3(A)(1)(C) or otherwise find another exemption or exclusion from the definition of an investment company.

~~Table of Contents~~

~~otherwise~~We ~~have~~believe athat ~~positive~~for ~~impact~~purposes onof ~~our~~valuing ~~earnings~~the membership interest we hold in the JV, the substantial indebtedness attributable to the real property assets owned directly or indirectly by the JV would materially reduce the value of such membership interest. In ~~any~~the event, we doare ~~not~~deemed ~~intend~~ to ~~become~~be an inadvertent investment company ~~engaged~~as ina result of the ~~business~~Recapitalization Transactions, we believe would qualify for the grace period. We may take actions to cause any investment securities held by us to be less than 40% of ~~investing~~our ~~and~~total ~~trading~~assets, which may include acquiring assets, engaging in one or more strategic transactions or liquidating our investment securities.

~~Classification~~As asRule an3a-2 ~~investment~~is ~~company~~available ~~under~~to ~~the~~a ~~Investment~~company ~~Company~~no ~~Act~~more ~~requires~~than ~~registration~~once ~~with~~every ~~the~~three ~~Securities~~years, and ~~Exchange~~assuming ~~Commission~~no ~~(“SEC”).~~other Ifexclusion anwere ~~investment~~available ~~company fails~~ to ~~register~~us, itwe would have to ~~stop~~keep ~~doing~~within ~~almost~~the ~~all~~40% ~~business,~~limit ~~and~~for ~~its~~at ~~contracts~~least ~~would~~three ~~become~~years ~~voidable.~~after ~~Registration~~the isgrace ~~time~~period ~~consuming~~expires ~~and~~under ~~restrictive~~such ~~and~~rule. ~~would~~This ~~require~~may alimit ~~restructuring of~~ our ~~operations,~~ability ~~and~~to wemake ~~would~~certain beinvestments ~~very~~or ~~constrained~~enter ininto ~~the~~joint ~~kind~~ventures ofthat ~~business we~~ could dootherwise ashave a ~~registered~~positive ~~investment~~impact ~~company.~~on ~~Further,~~our weearnings. ~~would~~In ~~become~~any ~~subject to substantial regulation concerning management~~event, ~~operations,~~we ~~transactions~~do ~~with~~not ~~affiliated~~intend ~~persons~~to ~~and~~become ~~portfolio~~an ~~composition,~~investment ~~and~~company ~~would~~engaged ~~need~~in ~~to file reports under~~ the ~~Investment~~business ~~Company Act regime. The cost~~ of ~~such~~investing ~~compliance would result in our incurring substantial additional expenses,~~ and ~~the~~trading ~~failure to register if required would have a materially adverse impact to conduct our operations~~securities.

~~Additional~~Classification ~~Risks~~as ~~Related~~an investment company under the Investment Company Act requires registration with the Securities and Exchange Commission (“SEC”). If an investment company fails to ~~TPHGreenwich~~register, it would have to stop doing almost all business, and its contracts would become void or potentially voidable. Registration is time consuming and restrictive and would require a restructuring of our operations, and we would be very constrained in the ~~Properties~~kind of business we could do as a registered investment company. Further, we would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and would need to file reports under the Investment Company Act regime. The cost of such compliance would result in our incurring substantial additional expenses, and the failure to register if required would have a materially adverse impact to conduct our operations.

TPHGreenwich and its subsidiaries are subject to leverage and face risks generally associated with such debt, including an increased risk of default on such entity’s obligations and an increase in debt service requirements that could adversely affect our financial condition and results of operations.

~~Historically,~~Additional weRisks ~~have~~Related incurred substantial indebtedness in furtherance of our activities, at both the parent company level and subsidiary level, resulting in an increased risk of default on our obligations and in an increase in debt service requirements, which could adversely affect our financial condition and results of operations. Following the Recapitalization Transactions, all of the indebtedness is held by TPHGreenwich and/or its subsidiaries. As a result, TPHGreenwich is subject to ~~the risks associated with debt financing, including the risk that its cash flow will be insufficient to meet required payments of principal and interest, the risk that~~ TPHGreenwich ~~may fail to repay or refinance existing debt as it matures, which may result in forced disposition of assets on disadvantageous terms or have other adverse consequences,~~ and the ~~risk that if TPHGreenwich refinances any of its debt, it may do so on refinancing terms less favorable than the terms of the existing debt.~~Properties

~~One of~~ TPHGreenwich’s ~~loans~~and ~~has~~its asubsidiaries ~~near-term~~are ~~maturity. In~~subject ~~addition,~~to ~~several~~leverage ofand ~~the~~face ~~loans~~risks ~~require~~generally ~~interest~~associated ~~rate~~with ~~cap~~such ~~agreements~~debt, beincluding inan ~~place~~increased ~~for~~risk ~~the duration~~ of ~~the~~default ~~loan.~~on ~~Although~~such ~~many~~entity’s ofobligations ~~the~~and ~~loans~~an ~~contain extension options, the 237 11th loan requires replacement interest rate cap agreements be put in place in order to extend the loan maturity. With the significant~~ increase in ~~interest~~debt ~~rates,~~service ~~the~~requirements ~~cost~~that ofcould ~~purchasing~~adversely ~~such~~affect an interest rate cap has become material. Due to cash constrains, TPHGreenwich may not have the funds available to purchase the required interest rate cap which, unless TPHGreenwich can restructure or refinance the loan, would likely have a material adverse effect on our financial condition and results of operations. If TPHGreenwich is not successful in meeting the extension requirements, or amending, waiving or paying the near-term maturity, or the lenders accelerated their respective loan, cross-defaults would also exist and TPHGreenwich would have insufficient cash and liquidity to service the debt and pay operating expenses and other obligations.

~~All~~Historically, ofwe ~~TPHGreenwich’s~~have ~~properties~~incurred ~~secure~~substantial ~~loans.~~indebtedness ~~Certain~~in furtherance of ~~the~~our ~~loans~~activities, ~~contain~~at ~~cross-default~~both ~~provisions.~~the ~~The~~parent ~~failure~~company bylevel ~~TPHGreenwich~~and orsubsidiary ~~its borrower subsidiaries to make scheduled repayments under the loan agreements~~level, orresulting ~~the~~in ~~default~~an ofincreased ~~any~~risk of ~~the~~default ~~obligations under the loans, would have an adverse impact~~ on our ~~financial~~obligations ~~condition~~ and ~~results~~in ~~of operations. Upon the occurrence of~~ an ~~event~~increase ofin ~~default,~~debt ~~TPHGreenwich~~service or its applicable subsidiary may be required to immediately repay all amounts outstanding under the respective loan and the lenders may exercise other remedies available to them, including foreclosing on the respective property securing the loan.

~~See~~Table ~~Item 7. Management’s Discussion and Analysis~~ of Financial Condition and Results of Operations - Liquidity and Capital Resources and Note 11 – Loans Payable and Secured Line of Credit to our consolidated financial statements, for further discussion regarding our financing activities.Contents

~~Covenants~~requirements, inwhich could adversely affect our financial condition and results of operations. Following the ~~loan~~Recapitalization ~~agreements~~Transactions, ~~could~~a ~~limit~~majority of the indebtedness is held by TPHGreenwich’s ~~flexibility~~and/or its subsidiaries. As a result, TPHGreenwich is subject to the risks associated with debt financing, including the risk that its cash flow will be insufficient to meet required payments of principal and ~~adversely~~interest, ~~affect~~the ~~our~~risk ~~financial~~that ~~condition~~TPHGreenwich may fail to repay or refinance existing debt as it matures, which may result in forced disposition of assets on disadvantageous terms or have other adverse consequences, and the risk that if TPHGreenwich refinances any of its debt, it may do so on refinancing terms less favorable than the terms of the existing debt.

~~The~~Covenants in the loan agreements ~~contain~~could alimit ~~number~~TPHGreenwich’s offlexibility ~~financial~~ and ~~other~~adversely ~~restrictive~~affect ~~covenants,~~its ~~including~~financial ~~restrictions on debt, liens, business activities, equity repurchases, distributions and dividends, disposition of assets and transactions with affiliates,~~ condition.

9The loan agreements contain a number of financial and other restrictive covenants, including restrictions on debt, liens, business activities, equity repurchases, distributions and dividends, disposition of assets and transactions with affiliates, as well as financial covenants regarding loan to value and net worth. These covenants may limit TPHGreenwich’s flexibility to incur additional debt. If TPHGreenwich fails to meet or satisfy any of these covenants, it would be in default under these agreements and the indebtedness could be declared due and payable. In addition, the lenders could terminate their commitments, require the posting of additional collateral and enforce their interests against existing collateral. If TPHGreenwich were to default under the loan agreements, its financial condition would be adversely affected.

~~Table~~The Legacy Investor is the lender under the CCF, and an affiliate of ~~Contents~~the Legacy Investor and JV Investor is the lender under the 77G Mezzanine Loan, which could create a conflict of interest.

asThe ~~well~~Legacy asInvestor ~~financial~~is ~~covenants~~the ~~regarding~~lender ~~loan~~under tothe ~~value~~CCF, and ~~net~~an ~~worth.~~affiliate ~~These covenants may~~of ~~limit~~the ~~TPHGreenwich’s~~Legacy ~~flexibility~~Investor toand ~~incur~~JV ~~additional~~Investor ~~debt.~~is Ifthe ~~TPHGreenwich~~lender ~~fails~~under tothe ~~meet~~77G orMezzanine ~~satisfy~~Loan. ~~any~~The ofJV ~~these covenants~~Investor manages and controls TPHGreenwich, itand ~~would~~as bea inresult ~~default~~the Investor controls both the borrower and lender under these loan agreements, and ~~the~~accordingly ~~indebtedness~~conflicts of interest could bearise. ~~declared~~There ~~due~~is ~~and~~no ~~payable. In~~assurance ~~addition,~~that ~~the~~any ~~lenders~~future ~~could~~actions ~~terminate~~by ~~their~~or ~~commitments,~~transactions ~~require~~with the ~~posting~~Investor or any of ~~additional~~its ~~collateral~~affiliates ~~and~~will ~~enforce~~be ~~their~~on ~~interests~~the ~~against~~same ~~existing~~terms ~~collateral.~~as Ifthose ~~TPHGreenwich~~available ~~were~~with tounaffiliated ~~default~~third ~~under~~parties ~~the~~or ~~loan~~that ~~agreements~~these actions, ~~our~~agreements ~~financial~~or ~~condition~~relationships ~~would~~will be ~~adversely~~maintained ~~affected~~at all or will not otherwise impact the Company in a manner that is adverse to us or our stockholders.

~~The~~A ~~Company~~significant ~~Investor~~part isof ~~the~~TPHGreenwich’s ~~lender~~current ~~under~~business ~~the~~plan ~~CCF,~~is ~~and~~focused anon ~~affiliate~~completion of and the ~~Company~~sale ~~Investor~~of ~~and~~condominiums JVat ~~Investor~~77 isGreenwich. ~~the~~An ~~lender~~inability ~~under~~to execute this business plan due to adverse trends in the ~~77G~~New ~~Mezzanine~~York ~~Loan,~~City ~~which~~residential ~~could~~condominium ~~create~~market or otherwise would have a ~~conflict~~material adverse effect on our financial condition and results of ~~interest~~operations.

The ~~Company~~business ~~Investor~~plan isof ~~the~~TPHGreenwich ~~lender~~includes ~~under~~in ~~the~~particular ~~CCF,~~completion ~~and an affiliate~~ of the ~~Company~~development ~~Investor~~of and ~~JV Investor is~~ the ~~lender~~sale ~~under~~of ~~the~~condominiums ~~77G~~at ~~Mezzanine~~77 ~~Loan. The~~Greenwich, JVwhich ~~Investor~~currently ~~manages~~is ~~and~~its ~~controls~~largest ~~TPHGreenwich,~~asset. ~~and~~As as a result, ~~the~~TPHGreenwich’s, ~~Investor controls both the borrower~~ and ~~lender~~in ~~under~~turn ~~these loan agreements~~our, ~~and~~distribution ~~accordingly conflicts~~ of ~~interest~~earnings ~~could~~from ~~arise.~~investments, ~~There~~are isheavily nodependent ~~assurance~~on ~~that any future actions by or transactions with~~ the ~~Investor~~success ~~or any~~ of ~~its~~implementing ~~affiliates will be on~~ the ~~same~~business ~~terms~~plan asfor ~~those~~77 available with unaffiliated third parties or that these actions, agreements or relationships will be maintained at all or will not otherwise impact the Company in a manner that is adverse to us or our stockholdersGreenwich.

A77 ~~significant~~Greenwich ~~part~~consists of ~~TPHGreenwich’s~~90 ~~current~~luxury ~~business~~residential ~~plan~~condominium isapartments, ~~focused~~in onaddition ~~completion~~to a retail condominium unit and a New York City elementary school condominium unit. A variety of factors determine New York City residential condominium trends and will impact the ~~sale~~sales and pricing of ~~condominiums~~the residential condominium units at 77 Greenwich. AnThese ~~inability~~factors toinclude, ~~execute~~among ~~this~~others, ~~business~~available ~~plan~~supply, ~~due~~changes toin ~~adverse~~interest rates, the availability of home mortgages, foreign exchange rates, foreign buyer patterns, local employment trends, and prices and velocity of sales. Sales of residential condominium units in general, and in particular in New York City, have historically experienced greater volatility than detached single family houses, which may expose TPHGreenwich to more risk. These and other factors fluctuate over time. Based on a number of reports, there is a historically high number of unsold units in newly constructed luxury residential condominiums in New York City, which has resulted in demand and pricing pressures. When we commenced sales in the spring of 2019, the New York City market, in particular downtown Manhattan, was in a period of softness. This was exacerbated by the impact of the COVID-19 pandemic. Due to current market conditions in New York City, several competing residential condominium ~~market~~projects orlocated ~~otherwise~~in downtown Manhattan, specifically in the Financial District, have been put on hold while others have restarted construction. The status of unsold residential condominium units in 2025 and beyond is inherently uncertain. Closings on sales commenced in September 2021 and are ongoing. An inability to successfully execute the business plan with respect to 77 Greenwich would likely have a material adverse effect on ~~our~~TPHGreenwich’s financial condition and results of operations.

The business plan of TPHGreenwich includes in particular completion of the development of and the sale of condominiums at 77 Greenwich, which currently is its largest asset. As a result, TPHGreenwich’s, and in turn our, distribution of earnings from investments are heavily dependent on the success of implementing the business plan for 77 Greenwich.10

77Table ~~Greenwich consists~~ of 90 luxury residential condominium apartments, in addition to a retail condominium unit and a New York City elementary school condominium unit. A variety of factors determine New York City residential condominium trends and will impact the sales and pricing of the residential condominium units at 77 Greenwich. These factors include, among others, available supply, changes in interest rates, the availability of home mortgages, foreign exchange rates, foreign buyer patterns, local employment trends, and prices and velocity of sales. Sales of residential condominium units in general, and in particular in New York City, have historically experienced greater volatility than detached single family houses, which may expose TPHGreenwich to more risk. These and other factors fluctuate over time. Based on a number of reports, there is a historically high number of unsold units in newly constructed luxury residential condominiums in New York City, which has resulted in demand and pricing pressures. When we commenced sales in the spring of 2019, the New York City market, in particular downtown Manhattan, was in a period of softness. This was exacerbated by the impact of the COVID-19 pandemic. Due to current market conditions in New York City, several competing residential condominium projects located in downtown Manhattan, specifically in the Financial District, have been put on hold while others have restarted construction. The status of unsold residential condominium units in 2023 and beyond is inherently uncertain. Closings on sales commenced in September 2021 and are ongoing. An inability to successfully execute the business plan with respect to 77 Greenwich would likely have a material adverse effect on our financial condition and results of operations.Contents

Due to the TPHGreenwich’s core business of investing in, developing and operating real estate assets, there is an inherent risk that the development and sales of residential condominiums may be subject to unknown potential changes in internal and external financial and economic conditions, such as inflation and rising interest rates, and general market conditions which could impact the Company's business and potential buyers of the residential condominiums for sale. The Company believes it is possible for TPHGreenwich to incur real estate impairment charges in the future in the event these conditions deteriorate.

Investment returns from 77 Greenwich may be less than anticipated.

The development of 77 Greenwich is exposed to risks, including the following:

●

TPHGreenwich may sell residential condominium units at 77 Greenwich at prices that are less than were projected;

10● the velocity of condominium sales at 77 Greenwich may fluctuate depending on a number of factors, including market and economic conditions, and may result in the investment being less profitable than expected or not profitable at all; and

~~Table~~● ofoperating ~~Contents~~expenses and real estate taxes may be greater than projected, resulting in the investment being less profitable than were expected.

●TPHGreenwich’s ~~the~~investment ~~velocity~~in ofproperty ~~condominium~~development ~~sales~~for at 77 Greenwich may ~~fluctuate~~be ~~depending~~more oncostly ~~a number of factors, including market and economic conditions, and may result in the investment being less profitable~~ than ~~expected or not profitable at all; and~~anticipated.

●The ~~operating~~current ~~expenses~~development and ~~real~~construction ~~estate~~activities, ~~taxes~~including ~~may~~with berespect ~~greater~~to ~~than~~77 ~~projected~~Greenwich, ~~resulting~~may inbe ~~the~~exposed ~~investment~~to ~~being~~the ~~less~~following ~~profitable than we expected.~~risks:

● TPHGreenwich’s ~~investment~~may inincur ~~property~~construction ~~development~~costs for 77a ~~Greenwich~~development project that exceed our original estimates due to increases in interest rates, increased materials, labor, leasing or other costs, and increases in unforeseen costs such as those related to the supply chain disruption, which could make completion of the project less profitable because market rents or condominium unit sales prices, as applicable, may benot ~~more~~increase ~~costly~~sufficiently ~~than~~to ~~anticipated.~~compensate for the increase in construction costs;

~~The~~● ~~current~~TPHGreenwich ~~development~~may ~~and~~be ~~construction~~unable ~~activities~~to obtain, ~~including~~or ~~with~~face ~~respect~~delays toin 77obtaining, ~~Greenwich~~required zoning, ~~may~~land-use, bebuilding, ~~exposed~~occupancy, and other governmental permits and authorizations, which could result in increased costs and could require it to ~~the~~abandon ~~following~~its ~~risks:~~activities entirely with respect to a project;

● TPHGreenwich may ~~incur~~expend ~~construction~~funds ~~costs~~on ~~for a development project that exceed our original estimates due to increases in interest rates, increased materials, labor, leasing or other costs,~~ and ~~increases~~devote inmanagement’s ~~unforeseen~~time ~~costs such as those related~~ to ~~the~~projects ~~supply chain disruption,~~ which ~~could~~it ~~make~~does ~~completion of the project less profitable because market rents or condominium unit sales prices, as applicable, may~~ not ~~increase sufficiently to compensate for the increase in construction costs~~complete;

● TPHGreenwich may be unable to ~~obtain,~~complete construction and/or ~~face~~leasing ~~delays~~of inits ~~obtaining,~~rental ~~required~~properties ~~zoning, land-use, building, occupancy,~~ and ~~other~~sales ~~governmental~~of ~~permits~~its ~~and~~condominium ~~authorizations,~~projects ~~which~~(currently ~~could~~limited ~~result~~to in77 ~~increased~~Greenwich) ~~costs~~on ~~and~~schedule, ~~could~~or ~~require~~at usall todue ~~abandon our activities entirely with respect~~ to aunforeseen ~~project~~construction issues; and

● TPHGreenwich may ~~expend~~suspend ~~funds~~development onprojects ~~and~~after ~~devote~~construction ~~management’s~~has ~~time~~begun due to ~~projects~~changes ~~which~~in weeconomic doconditions ~~not~~or ~~complete;~~other factors, and this may result in the write-off of costs, payment of additional costs or increases in overall costs when the development project is restarted.

● TPHGreenwich may be unable to ~~complete~~lease ~~construction~~vacant ~~and/or~~space, ~~leasing~~renew ofcurrent ~~our rental properties and sales of our condominium projects (currently limited to 77 Greenwich) on schedule~~leases, or atre-lease ~~all~~space ~~due~~as tocurrent ~~unforeseen~~leases ~~construction issues; and~~expire.

●Leases at the properties owned by TPHGreenwich may ~~suspend~~not ~~development~~be ~~projects~~renewed ~~after~~or ~~construction~~such ~~has~~properties ~~begun~~may ~~due~~not tobe ~~changes~~re-leased inat ~~economic~~favorable ~~conditions~~rental orrates. ~~other~~If ~~factors~~the rental rates for the properties decrease, ~~and~~tenants ~~this~~do ~~may~~not ~~result~~renew intheir ~~the~~leases ~~write~~or TPHGreenwich does not re-~~off~~lease a significant portion of ~~costs~~available space, ~~payment~~tenant defaults or space that is currently unoccupied, and space for which leases are scheduled to expire, its financial condition, results of ~~additional~~operations ~~costs~~and orcash ~~increases~~flows could be materially adversely affected. There are numerous commercial developers, real estate companies, financial institutions and other investors with greater financial resources that compete with TPHGreenwich in ~~overall~~seeking ~~costs~~tenants ~~when~~who ~~the~~it ~~development~~desires ~~project~~to islease ~~restarted~~space in the properties.

~~TPHGreenwich may be unable to lease vacant space, renew current leases, or re-lease space as current leases expire.~~11

~~Leases~~Table at the properties owned by TPHGreenwich may not be renewed or such properties may not be re-leased at favorable rental rates. If the rental rates for the properties decrease, tenants do not renew their leases or TPHGreenwich does not re-lease a significant portion of available space, tenant defaults or space that is currently unoccupied, and space for which leases are scheduled to expire, our financial condition, results of operations and cash flows could be materially adversely affected. There are numerous commercial developers, real estate companies, financial institutions and other investors with greater financial resources that compete with us in seeking tenants who we desire to lease space in the properties.Contents

The bankruptcy of, or a downturn in the business of, any of the major tenants at the commercial real estate properties that causes them to reject their leases, or to not renew their leases as they expire, or renew at lower rental rates, may adversely affect ~~our~~TPHGreenwich’s cash flows and property values. In addition, retailers at the properties face increasing competition from e-commerce, outlet malls, discount shopping clubs, direct mail and telemarketing, which could reduce rents payable to TPHGreenwich and reduce TPHGreenwich’s ability to attract and retain tenants at the properties leading to increased vacancy rates.

In addition, if TPHGreenwich is unable to renew leases or re-lease a property, the resale value of that property could be diminished because the market value of a particular property will depend in part upon the value of the leases of such property.

11The properties owned, or previously owned, by TPHGreenwich may be subject to known and unknown liabilities and with limited or no recourse to the seller.

~~Table~~Properties owned by TPHGreenwich may be subject to known or unknown liabilities with no or minimal recourse to the seller. As a result, if a property is damaged, TPHGreenwich may need to pay to have it repaired, and its ability to recover any such payments through insurance, indemnities, litigation or otherwise is uncertain. The Company acquired one property subject to unknown construction defects due to water penetration in the walls at 237 11th, which was subsequently contributed to TPHGreenwich in the Recapitalization Transactions (and subsequently sold). During the pendency of ~~Contents~~repairs at 237 11th, units were unable to be leased, and following completion of repairs, they needed to be re-leased. If a liability was asserted against us or TPHGreenwich arising from the ownership of a property, we or TPHGreenwich might have to pay substantial sums to settle it. Unknown liabilities with respect to properties acquired might include:

~~The~~● ~~properties~~liabilities ~~owned~~for byrepair ~~TPHGreenwich~~of ~~may~~damaged beproperties ~~subject to known and unknown liabilities and with limited~~ or nofaulty ~~recourse to the seller.~~construction;

~~Properties~~● ~~owned~~claims by ~~TPHGreenwich may be subject to known or unknown liabilities with no or minimal recourse to the seller. As a result~~tenants, ifvendors ~~a property is damaged, TPHGreenwich may need to pay to have it repaired, and its ability to recover any such payments through insurance, indemnities, litigation~~ or ~~otherwise~~other ispersons ~~uncertain.~~arising ~~The~~from ~~Company~~dealing ~~acquired~~with ~~one property subject to unknown construction defects due to water penetration in~~ the ~~walls~~former atowners ~~237 11th. During the pendency~~ of ~~repairs at 237 11th, units were unable to be leased, and following completion of repairs, they needed to be re-leased. If a liability was asserted against us or TPHGreenwich arising from~~ the ~~ownership of a property, we or TPHGreenwich might have to pay substantial sums to settle it. Unknown liabilities with respect to~~ properties ~~acquired might include:~~;

● liabilities ~~for~~incurred ~~repair~~in ofthe ~~damaged~~ordinary ~~properties~~course orof ~~faulty construction~~business;

● claims byfor ~~tenants,~~indemnification ~~vendors~~by orgeneral ~~other~~partners, ~~persons~~directors, ~~arising~~officers ~~from~~and ~~dealing~~others ~~with~~indemnified by the former owners of the properties; and

● liabilities ~~incurred~~for inclean-up ~~the~~of ~~ordinary~~undisclosed ~~course~~environmental contamination and/or repair or other remediation of ~~business;~~construction defects.

●Any ~~claims~~of ~~for~~these ~~indemnification~~occurrences bycould ~~general~~adversely ~~partners,~~affect ~~directors~~our cash flow, ~~officers~~even ~~and~~if ~~others~~some ~~indemnified~~or byall of the ~~former~~costs ~~owners~~are ofultimately ~~the~~borne ~~properties;~~by a third party, and the impact could be material.

●Multi-family ~~liabilities~~residential ~~for~~properties ~~clean-up~~may ofbe ~~undisclosed~~subject ~~environmental~~to ~~contamination~~rent stabilization regulations, which limit TPHGreenwich’s ability to raise rents above specified maximum amounts and~~/or~~ ~~repair~~could orgive ~~other~~rise ~~remediation~~to ofclaims ~~construction~~by ~~defects~~tenants that their rents exceed such specified maximum amounts.

~~Any~~The ofRent ~~these~~Stabilization ~~occurrences~~Law ~~could~~and ~~adversely~~Code ~~affect~~imposes ~~our~~rent ~~cash~~control ~~flow,~~or ~~even~~rent ifstabilization ~~some~~on orcertain ~~all~~apartment ofbuildings. ~~the~~The ~~costs~~rent ~~are~~stabilization ~~ultimately~~regulations ~~borne~~applicable byto aTPHGreenwich’s ~~third~~multi-family ~~party~~residential properties set maximum rates for annual rent increases, entitle tenants to receive required services from TPHGreenwich and ~~the~~entitle ~~impact~~tenants ~~could~~to behave ~~material~~their leases renewed. The limitations established by present or future rent stabilization regulations may impair TPHGreenwich’s ability to maintain rents at market levels at its properties subject to such regulations.

~~Multi-family~~Pursuant ~~residential~~to ~~properties~~the ~~may~~Housing beStability ~~subject~~and toTenant ~~rent~~Protection ~~stabilization~~Act ~~regulations~~of 2019, which ~~limit~~is ~~TPHGreenwich’s~~a ~~ability~~set toof ~~raise~~New ~~rents~~York ~~above~~State ~~specified~~laws, ~~maximum~~vacancy ~~amounts~~lease ~~and~~increases ~~could~~were ~~give~~eliminated, ~~rise~~whereby the landlord was permitted to ~~claims~~increase the rent by ~~tenants~~as ~~that~~much ~~their~~as ~~rents~~20% ~~exceed~~for ~~such~~a ~~specified~~tenant ~~maximum~~moving ~~amounts~~into a vacant apartment, to which significant increases in rent for New York City properties were historically attributed.

~~The~~With ~~Rent~~respect ~~Stabilization~~to ~~Law~~certain ~~and~~types ~~Code~~of ~~imposes~~properties ~~rent~~in ~~control~~New orYork ~~rent~~City, ~~stabilization~~solely onby ~~certain~~virtue ~~apartment~~of ~~buildings.~~the ~~The~~real ~~rent~~estate ~~stabilization~~tax ~~regulations~~exemption ~~applicable~~under toRPTL ~~TPHGreenwich’s~~Section ~~multi~~421-~~family~~a, ~~residential~~the ~~properties~~Rent ~~set~~Guidelines ~~maximum~~Board ~~rates~~of ~~for~~New ~~annual~~York ~~rent increases~~City, ~~entitle~~approves ~~tenants~~renewal tolease ~~receive~~rent ~~required~~increases. ~~services~~In ~~from~~2024, ~~TPHGreenwich~~the ~~and~~Rent ~~entitle~~Guidelines ~~tenants~~Board toapproved ~~have~~a ~~their leases renewed~~2.75% ~~The~~increase ~~limitations~~on ~~established~~12-month bylease ~~present~~renewals orand ~~future~~a ~~rent~~5.25% ~~stabilization~~increase ~~regulations~~for ~~may~~24-month ~~impair~~lease ~~TPHGreenwich’s ability to maintain rents at market levels at its properties subject to such regulations~~renewals.

Pursuant to the Housing Stability and Tenant Protection Act of 2019, which is a set of New York State laws, vacancy lease increases were eliminated, whereby the landlord was permitted to increase the rent by as much as 20% for a tenant moving into a vacant apartment, to which significant increases in rent for New York City properties were historically attributed.12

~~With~~Table ~~respect to certain types~~ of properties in New York City, solely by virtue of the real estate tax exemption under RPTL Section 421-a, the Rent Guidelines Board of New York City, approves renewal lease rent increases. In 2023, the Rent Guidelines Board approved a 3.00% increase on 12-month lease renewals and a 2.75% increase for the first year of 24-month lease renewals and 3.2% increase for the second year of 24-month lease renewals. Contents

The application of rent stabilization to apartments in TPHGreenwich’s multi-family residential properties will limit the amount of rent TPHGreenwich is able to collect, which could have a material adverse effect on its ability to fully take advantage of the investments that it is making in the properties. In addition, there can be no assurances that changes to rent stabilization laws will not have a similar or greater negative impact on TPHGreenwich’s ability to collect rents.

TPHGreenwich may not receive or be able to maintain certain tax benefits if it is not in compliance with certain requirements of the NYC Department of Housing Preservation and Development.

TPHGreenwich may not receive or be able to maintain certain existing or anticipated tax benefits related to the 237 11th property if it is not in compliance with certain requirements of the NYC Department of Housing Preservation and Development (“HPD”). This property currently benefits from a real estate tax exemption under New York Real Property Tax Law (the “RPTL”) Section 421-a, as a result of a specified percentage of the units in such building being designated as affordable rate units or market rate units and/or subject to rent stabilization guidelines, among other requirements. Section 421-a of the New York RPTL provides an exemption from real estate taxes on the amount of the assessed value of newly constructed improvements if certain requirements are met. A property cannot maintain or continue to receive Section 421-a tax benefits without HPD’s determination that all Section 421-a eligibility requirements have and continue to be met. Although HPD has issued final Certificates of Eligibility with respect to the Section 421-a tax benefits for 237 11th and TPHGreenwich is currently in compliance with all applicable Section 421-a requirements for this property, there can be no assurance that compliance with the Section 421-a requirements for this property will continue to be maintained. If TPHGreenwich is not able to maintain compliance with the requirements of the Section 421-a partial tax exemption program, as applicable to this property, HPD may find that such property is ineligible to receive the tax exemption benefits related to the Section 421-a partial tax exemption program.

12TPHGreenwich’s ability to develop or redevelop the properties and enter into new leases with tenants will depend on its obtaining certain permits, site plan approvals and other governmental approvals from local municipalities, which it may not be able to obtain on a timely basis or at all.

~~Table~~In order to develop or redevelop the properties, TPHGreenwich will be required to obtain certain permits, site plan approvals or other governmental approvals from local municipalities. TPHGreenwich may not be able to secure all the necessary permits or approvals on a timely basis or at all, which may prevent TPHGreenwich from developing or redeveloping the properties according to its business plan. Additionally, potential acquirers or tenants may also need to obtain certain permits or approvals in order to utilize the properties in the manner they intend to do so. The specific permit and approval requirements are set by the state and the various local jurisdictions, including but not limited to city, town, county, township and state agencies having control over the specific properties. TPHGreenwich’s inability to obtain permits and approvals to develop or redevelop the properties, or the inability of ~~Contents~~potential purchasers and tenants of the properties to obtain necessary permits and approvals, could severely and adversely affect our business.

~~Tax~~TPHGreenwich ~~Law~~may ~~(the~~incur ~~“RPTL”)~~significant ~~Section~~costs ~~421-a, as a result of a specified percentage of the units in such building being designated as affordable rate units or market rate units and/or subject~~ to ~~rent~~comply stabilization guidelines, among other requirements. Section 421-a of the New York RPTL provides an exemption from real estate taxes on the amount of the assessed value of newly constructed improvements if certain requirements are met. A property cannot maintain or continue to receive Section 421-a tax benefits without HPD’s determination that all Section 421-a eligibility requirements have and continue to be met. Although HPD has issued final Certificates of Eligibility with ~~respect~~environmental tolaws ~~the Section 421-a tax benefits for 237 11th~~ and ~~TPHGreenwich~~environmental iscontamination currently in compliance with all applicable Section 421-a requirements for this property, there can be no assurance that compliance with the Section 421-a requirements for this property will continue to be maintained. If TPHGreenwich is not able to maintain compliance with the requirements of the Section 421-a partial tax exemption program, as applicable to this property, HPD may ~~find~~impair ~~that such property is ineligible to receive~~ the ~~tax~~ability ~~exemption benefits related~~ to ~~the~~lease ~~Section~~and/or ~~421-a~~sell ~~partial~~real ~~tax exemption program~~estate.

TPHGreenwich’s operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may impair TPHGreenwich’s ability to ~~develop~~sell or ~~redevelop~~lease real estate or to borrow using the ~~properties~~real estate as collateral. Other laws and ~~enter~~regulations ~~into~~govern ~~new~~indoor ~~leases~~and ~~with~~outdoor ~~tenants~~air ~~will~~quality ~~depend~~including onthose ~~its~~that ~~obtaining~~can ~~certain~~require ~~permits~~the abatement or removal of asbestos-containing materials in the event of damage, ~~site~~demolition, ~~plan~~renovation ~~approvals~~or remodeling and ~~other~~also ~~governmental~~govern ~~approvals~~emissions ~~from~~of ~~local~~and ~~municipalities~~exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. TPHGreenwich is also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, itabove ~~may~~certain ~~not~~levels, can be ~~able~~alleged to ~~obtain~~be onconnected ato ~~timely~~allergic ~~basis~~ or atother ~~all~~health effects and symptoms in susceptible individuals. TPHGreenwich could incur fines for environmental compliance and be

In order to develop or redevelop the properties, TPHGreenwich will be required to obtain certain permits, site plan approvals or other governmental approvals from local municipalities. TPHGreenwich may not be able to secure all the necessary permits or approvals on a timely basis or at all, which may prevent TPHGreenwich from developing or redeveloping the properties according to its business plan. Additionally, potential acquirers or tenants may also need to obtain certain permits or approvals in order to utilize the properties in the manner they intend to do so. The specific permit and approval requirements are set by the state and the various local jurisdictions, including but not limited to city, town, county, township and state agencies having control over the specific properties. TPHGreenwich’s inability to obtain permits and approvals to develop or redevelop the properties, or the inability of potential purchasers and tenants of the properties to obtain necessary permits and approvals, could severely and adversely affect our business.13

~~TPHGreenwich~~Table ~~may~~of ~~incur significant costs to comply with environmental laws and environmental contamination may impair the ability to lease and/or sell real estate.~~Contents

TPHGreenwich’s operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable ~~to a governmental entity or to third parties~~ for ~~property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of~~ the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may impair TPHGreenwich’s ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. TPHGreenwich is also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. TPHGreenwich could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure to contamination at or from the properties.

Each of the properties has been subject to varying degrees of environmental assessment. To date, these environmental assessments have not revealed any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in clean-up or compliance requirements could result in significant costs to usTPHGreenwich.

13Compliance or failure to comply with the Americans with Disabilities Act (“ADA”) or other safety regulations and requirements could result in substantial costs.

~~Table~~The ADA generally requires that public buildings, including our properties, meet certain federal requirements related to access and use by disabled persons. These rules are subject to interpretation and change. Noncompliance could result in the imposition of ~~Contents~~fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. If, under the ADA, TPHGreenwich is required to make substantial alterations and capital expenditures in one or more of the operating properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations.

~~Compliance~~The orproperties ~~failure~~are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If TPHGreenwich fails to comply with ~~the~~these ~~Americans~~requirements, ~~with~~it ~~Disabilities~~could ~~Act~~incur ~~(“ADA”)~~fines or ~~other~~private ~~safety~~damage ~~regulations~~awards. ~~and~~We do not know whether existing requirements ~~could~~will ~~result~~change inor ~~substantial~~whether ~~costs~~compliance with future requirements will require significant unanticipated expenditures that will affect TPHGreenwich’s cash flow and results of operations.

~~The~~Risks ~~ADA~~Related ~~generally requires that public buildings, including our properties, meet certain federal requirements related~~ to ~~access~~Our ~~and~~Common use by disabled persons. These rules are subject to interpretation and change. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. If, under the ADA, TPHGreenwich is required to make substantial alterations and capital expenditures in one or more of the operating properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations.Stock

~~The~~Our ~~properties~~common ~~are~~stock ~~subject~~is tothinly ~~various~~traded ~~federal, state~~ and ~~local~~the ~~regulatory~~price ~~requirements,~~of such as state and local fire and life safety requirements. If TPHGreenwich fails to comply with these requirements, it could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our ~~cash~~common ~~flow~~stock ~~and~~has ~~results~~fluctuated ~~of operations~~significantly.

~~Risks~~Our ~~Related~~common stock, currently quoted on the Over-the-Counter (OTC) Markets, is thinly traded. Because our common stock is thinly traded, even small trades can have a significant impact on the market price of our common stock, especially when there are limited buyers in the market. We cannot assure stockholders that an active market for our common stock will develop in the foreseeable future or, if developed, that it will be sustained. As a result of these factors, stockholders may not be able to ~~Our~~resell ~~Common~~their ~~Stock~~common stock. Volatility in the market price of our common stock and lack of liquidity may prevent stockholders from being able to sell their shares at or above the price paid for such shares. The market price of our common stock could fluctuate significantly for various reasons, many of which are beyond our control, including:

~~Our~~● ~~common~~our ~~stock~~ability isto ~~thinly~~raise ~~traded~~additional capital to fund our cash needs, obtain additional financing and refinance existing loans and on favorable terms or evaluate and realize the ~~price~~anticipated benefits of our ~~common~~recently ~~stock~~completed ~~has~~strategic ~~fluctuated significantly.~~transaction;

~~Our~~● ~~common stock, currently listed on~~ the ~~NYSE~~potential ~~American,~~issuance ~~is thinly traded. Because our common stock is thinly traded, even small trades can have a significant impact on the market price~~ of ~~our~~additional common stock, especially when there are limited buyers in the market. We cannot assure stockholders that an active market for our common stock will develop in the foreseeable future or, if developed, that it will be sustained. In addition, we may determine the benefits of listing our shares ~~on the NYSE American do not merit the associated costs. As a result~~ of ~~these factors, stockholders may not be able to resell their~~ common stock. ~~Volatility~~including inat ~~the~~prices ~~market~~that ~~price~~are ofbelow ~~our common stock and lack of liquidity may prevent stockholders from being able to sell their shares at or above~~ the ~~price~~then-current ~~paid~~trading ~~for such shares. The market~~ price of our common stock ~~could fluctuate significantly for various reasons, many of which are beyond our control, including:~~;

● ~~our~~changes ~~ability~~in tothe ~~raise~~real ~~additional~~estate ~~capital~~markets toin ~~fund~~which ~~our~~TPHGreenwich ~~cash needs~~operates, ~~obtain~~especially ~~additional~~New ~~financing~~York ~~and refinance existing loans and on favorable terms or evaluate and potentially consummate a strategic transaction and realize the anticipated benefits of any such transaction~~City;

● ~~the~~TPHGreenwich’s ~~potential~~ability ~~issuance~~to ofdevelop ~~additional~~or ~~shares~~redevelop ofor ~~common~~successfully ~~stock~~sell ~~including~~units atin ~~prices~~77 ~~that~~Greenwich ~~are~~or ~~below~~at ~~the~~other ~~then-current~~properties ~~trading~~in ~~price~~the ~~of our common stock~~future;

● ~~changes~~volatility in ~~the~~global ~~real~~and/or ~~estate~~U.S. ~~markets~~equities ~~in which we operate, especially New York City~~markets;

● our ~~ability~~financial toresults ~~develop~~ or ~~redevelop~~those orof ~~successfully sell units in 77 Greenwich or at~~ other ~~properties~~companies in ~~the~~our ~~future~~industry;

● ~~volatility~~the inpublic’s ~~global~~reaction to our press releases and~~/or~~ ~~U.S.~~other ~~equities~~public ~~markets~~announcements and our filings with the SEC;

● ~~our~~new ~~financial~~laws ~~results~~or regulations or ~~those~~new interpretations of ~~other~~laws ~~companies~~or inregulations applicable to our ~~industry~~business;

~~● the public’s reaction to our press releases and other public announcements and our filings with the SEC;~~14

●Table ~~new laws or regulations or new interpretations~~ of ~~laws or regulations applicable to our business;~~Contents

● changes in general conditions in the United States and global economies or financial markets, including those resulting from inflation, rising interest rates, tariffs, war, incidents of terrorism or responses to such events;

●

sales of common stock by our executive officers, directors and significant stockholders;

●

changes in generally accepted accounting principles, policies, guidance, or interpretations; and

●

other factors described in our filings with the SEC, including among others in connection with the risks noted in this Annual Report on Form 10-K.

14In addition, while our common stock remains thinly traded, small sales or purchases may cause the price of our common stock to fluctuate dramatically up or down without regard to our financial health or business prospects. Downward fluctuations can impair, and have impaired, our ability to raise equity capital on acceptable terms.

~~Table~~We currently have fewer than 300 stockholders of ~~Contents~~record and, therefore, terminated the registration of our common stock under the Exchange Act and suspended being a U.S. public company with reporting obligations.

InUnder ~~addition~~the Steel Stock Purchase Agreement, ~~while~~we ~~our~~have ~~common~~agreed ~~stock~~to ~~remains~~use ~~thinly~~reasonable ~~traded~~efforts to complete the deregistration from the reporting obligations under Section 12 and Section 15 of the Exchange Act, ~~small~~including ~~sales~~all orassociated ~~purchases~~reporting ~~may~~obligations, ~~cause~~Section 12(g)(4) of the ~~price~~Exchange Act allows for the registration of any class of securities to be terminated after a company files a certification with the SEC that the number of holders of record of such class of security is fewer than 300 persons. As of February 18, 2025, there were 128 stockholders of record of our common stock. toThis ~~fluctuate~~does ~~dramatically~~not upinclude orthe ~~down~~number ~~without~~of ~~regard~~shareholders that hold shares in “street name” through banks, brokers and other financial institutions. Accordingly, we were eligible to deregister our common stock and suspend our ~~financial~~reporting ~~health~~obligations orunder ~~business~~the Exchange ~~prospects~~Act and, on February 18, 2025, filed a Form 15 with the SEC. ~~Downward~~As ~~fluctuations~~a ~~can~~result, ~~impair~~we are no longer required to comply with U.S. public company disclosure requirements under the Exchange Act, including, but not limited to, annual and ~~have~~quarterly ~~impaired~~report filings, ~~our~~proxy ~~ability~~statement filings and filings by insiders to ~~raise~~disclose ~~equity~~the ~~capital~~acquisition and disposition of our securities. This annual report on ~~acceptable~~Form ~~terms~~10-K is our final periodic report filed under the Exchange Act.

~~Our common stock may be delisted~~

OnStockholders ~~November~~have ~~29,~~experienced ~~2023,~~dilution ~~the Company was notified by the NYSE American that the Company was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) and (ii)~~ of ~~the~~their ~~NYSE~~ownership ~~American~~interests ~~Company~~upon ~~Guide (~~the ~~“Guide”).~~issuance ~~Section 1003(a)(i)~~ of ~~the~~additional ~~Guide~~shares ~~requires a listed company’s stockholders’ equity be at least $2.0 million if it has reported losses from continuing operations and/or net losses in two~~ of ~~its~~our ~~three~~common ~~most~~stock ~~recent fiscal years. Section 1003(a)(ii) of the Guide requires a listed company’s stockholders’ equity be at least $4.0 million if it has reported losses from continuing operations and/~~or ~~net~~securities ~~losses~~convertible ininto ~~three~~shares of ~~its~~our ~~four~~common ~~most recent fiscal years~~stock. The Company reported a stockholders’ deficit of $(1.2) million as of September 30, 2023, and losses from continuing operations and/or net losses in three of its four most recent fiscal years ended December 31, 2022. In order to maintain the Company’s listing on the NYSE American, the NYSE American requested that the Company submit a plan of compliance (the “Plan”) advising of actions it has taken or will take to regain compliance with Section 1003(a)(i) and (ii) of the Guide by May 29, 2025.

We may issue additional equity securities in capital raising transactions or otherwise, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 120,000,000 shares of capital stock consisting of 79,999,997 shares of common stock, two shares of a class of preferred stock (which were redeemed in accordance with their terms and may not be reissued), one share of a class of special stock and 40,000,000 shares of blank check preferred stock. As of December 31, 2024, there were 65,314,726 shares of our common stock and one share of special stock outstanding.

OnWe ~~January~~have 4,in ~~2024,~~ the ~~Company~~past ~~was~~and ~~notified~~we bymay in the ~~NYSE~~future ~~American~~raise ~~that~~additional itcapital ~~had~~through ~~determined~~public ~~that~~or ~~the~~private ~~Company’s~~offerings of our common stock or other securities ~~had~~that ~~been~~are ~~selling~~convertible into or exercisable for our common stock. Any future issuance of our equity or equity-linked securities may dilute then-current stockholders’ ownership percentages and could also result in a ~~low~~decrease ~~price~~in ~~per~~the ~~share~~fair ~~for~~market value of our equity securities, because our assets would be owned by a ~~substantial~~larger ~~period~~pool of ~~time~~outstanding equity. We may also issue such securities in connection with hiring or retaining employees and consultants, ~~pursuant~~as payment to ~~Section~~providers ~~1003(f)(v)~~ of ~~the~~goods ~~Guide~~and services, ~~the~~in ~~Company’s~~connection ~~continued~~with ~~listing~~future ~~was~~acquisitions ~~predicated~~and oninvestments, itdevelopment, ~~effecting~~redevelopment aand ~~reverse~~repositioning ~~stock~~of ~~split~~assets, or for other business purposes. Our board of ~~its~~directors ~~shares~~may at any time authorize the issuance of additional common stock orwithout ~~otherwise~~stockholder ~~demonstrating~~approval, ~~sustained~~unless ~~price~~the ~~improvement~~approval of our common stockholders is required by noapplicable ~~later~~law, ~~than~~rule ~~July~~or 4regulation, ~~2024~~or our certificate of incorporation. The ~~notice~~terms ~~stated~~of ~~that,~~preferred asor aother ~~result~~equity ofor ~~the~~equity-linked ~~foregoing,~~securities ~~the~~we ~~Company~~may ~~had~~issue ~~become~~in ~~subject~~future transactions may be more favorable to ~~the~~new ~~procedures~~investors, and ~~requirements~~may ofinclude ~~Section~~dividend ~~1009~~and/or ofliquidation ~~the~~preferences, ~~Guide~~anti-dilution protection, ~~which~~pre-emptive ~~could~~rights, superior voting rights and the issuance of warrants or other derivative securities, among other ~~things~~terms, ~~result~~which inmay ~~the~~have ~~initiation~~a further dilutive effect. Our previously outstanding warrants also contained these types of ~~delisting~~provisions. ~~proceedings~~Also, ~~unless~~ the ~~Company~~future ~~cures~~issuance ~~the~~of ~~deficiency~~any insuch aadditional ~~timely~~shares ~~manner. The~~of ~~NYSE~~common ~~American~~stock ~~could~~or ~~also~~other ~~take~~securities ~~accelerated~~may ~~delisting~~create ~~action~~downward ifpressure on the trading price of our common stock. ~~trades~~There atcan ~~levels~~be ~~viewed~~no toassurance that any such future issuances will not be ~~abnormally~~at ~~low~~a price or have conversion or exercise prices below the price at which shares of the common stock are then traded.

OnTable February 21, 2024, the NYSE American notified the Company that it had reviewed the Plan that the Company submitted to the NYSE American and determined to accept the Plan and grant a cure period through May 29, 2025. As a result of the acceptance of the Company’s Plan, the Company’s listing is being continued pursuant to an extension. The NYSE American will review the Company periodically for compliance with the initiatives outlined in the Plan. If the Company is not in compliance with the continued listing standards by May 29, 2025 or if the Company does not make progress consistent with the Plan during the cure period, the NYSE American staff will initiate delisting proceedings as appropriateContents

A decline in the price of our common stock, including as a result of a sale of a substantial number of shares of our common stock, may impair our ability to raise capital in the future.

InA ~~addition,~~decline ~~under~~in the ~~terms~~price of ~~the~~our ~~Stock~~common ~~Purchase Agreement~~stock, ~~the~~whether ~~Company~~as ~~must~~a ~~complete~~result ~~the~~of ~~delisting~~market conditions, sales of ~~its~~a substantial number of shares of our common stock, ~~from~~or ~~the~~other ~~NYSE~~reasons, ~~American~~may nomake ~~later~~it ~~than~~more ~~forty-five~~difficult ~~days~~for ~~following~~us ~~the~~to ~~closing,~~sell ~~unless~~equity ~~certain~~or ~~conditions~~equity-related ~~under~~securities in the ~~Stock~~future ~~Purchase~~at ~~Agreement~~a ~~are~~time ~~met~~and orprice asthat ~~otherwise~~we ~~agreed~~deem byreasonable ~~the~~or ~~parties~~appropriate, which ~~timeframe~~would ~~was~~impair ~~subsequently~~our ~~extended~~ability byto 30raise ~~days~~capital.

Capital-raising transactions resulting in a large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares, could place downward pressure on the trading price of our stock. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.

If weour ~~fail~~stockholders tosell, ~~regain~~or ~~compliance with~~ the ~~continued~~market ~~listing~~perceives ~~requirements~~that ofour ~~the~~stockholders ~~NYSE~~intend ~~American, the NYSE may take steps~~ to ~~delist~~sell ~~our~~for ~~common~~various ~~stock. We may also be delisting our common stock in the near-term~~reasons, asincluding ~~required under~~ the ~~terms~~ending ~~and conditions~~ of ~~the~~restrictions ~~Stock Purchase Agreement. In the event the common stock is delisted from the NYSE American, such a delisting would likely have a negative effect~~ on ~~the~~resale ~~price~~ of ~~our~~substantial ~~shares~~amounts of ~~common stock and would impair your ability to sell or purchase~~ our ~~securities when you wish to do so. Additionally, if our~~ common stock isin ~~not listed on, or becomes delisted from,~~ the ~~NYSE~~public ~~American for any reason~~market, including asshares aissued ~~result~~upon ~~of our taking steps to delist our common stock as required under~~ the ~~terms~~exercise of ~~the~~outstanding ~~Stock Purchase Agreement~~options, ~~and is quoted on~~ the ~~OTC~~market ~~Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and~~ price of our common stock ~~may~~could befall. ~~more~~A ~~limited~~significant ~~than~~number ifof itrestricted ~~were~~shares ~~quoted~~previously orissued ~~listed~~by onus ~~the~~had ~~NYSE~~been ~~American~~registered orfor ~~another~~resale ~~national~~on ~~securities~~registration ~~exchange.~~statements ~~You~~filed ~~may~~with bethe ~~unable to sell your shares unless a market can be established or sustained~~SEC.

More than 60% of our shares of common stock are currently controlled by three of our stockholders who may have the ability to influence the election of directors and the outcome of matters submitted to our stockholders.

WeMore ~~currently~~than ~~have~~60% ~~fewer~~of ~~than~~our ~~300~~shares of common stock are controlled by three of our stockholders, including approximately 40% of ~~record~~our ~~and~~common stock being owned by Steel Purchaser since February 18, ~~therefore~~2025. As a result, ~~are~~these ~~eligible~~stockholders may have the ability to ~~terminate~~significantly influence the ~~registration~~outcome of issues submitted to our ~~common~~stockholders ~~stock~~for ~~under~~a vote. The interests of these stockholders may not always coincide with our interests or the ~~Exchange~~ ~~Act~~ interests of other stockholders, and ~~suspend~~they ~~being~~may act in a Umanner that advances their best interests and not necessarily those of other stockholders.S. ~~public~~The ~~company~~concentration ~~with~~of ~~reporting~~ownership ~~obligations~~could also deter unsolicited takeovers, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices.

~~Under~~The ~~the~~holder ~~Stock~~of ~~Purchase~~our ~~Agreement,~~special westock ~~have~~and ~~agreed to use reasonable efforts to complete~~ the ~~deregistration~~Steel ~~from~~Purchaser ~~the~~each ~~reporting~~have ~~obligations~~rights ~~under~~to ~~Section~~appoint 12directors ~~and~~to ~~Section~~our 15board of ~~the~~directors ~~Exchange~~and, ~~Act~~consequently, ~~including~~the ~~all~~ability ~~associated~~to ~~reporting~~exert ~~obligations,~~influence over us.

15In connection with the investment in us by Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (“Third Avenue”), Third Avenue was issued one share of a class of special stock and our certificate of incorporation was amended to provide that, subject to the other terms and conditions of our certificate of incorporation, from the issuance of the one share of special stock and until the “Special Stock Ownership Threshold” of 2,345,000 shares of common stock is no longer satisfied, Third Avenue has the right to elect one director to the board of directors. In addition, pursuant to the terms of the Steel Purchaser Stockholders’ Agreement, so long as Steel Purchaser owns at least 20% of the Company’s outstanding capital stock, the Company will take all action reasonably necessary to cause the Board to remain at five (5) members, which shall include (A) one (1) director who shall qualify as independent and is mutually agreed upon by Purchaser and the Company and (B) two (2) directors designated solely by Steel Purchaser. As a result, for so long as these board appointment rights are in effect, Third Avenue and Steel Purchaser may be able to exert influence over our policies and management, potentially in a manner which may not be in our best interests or the best interests of the other stockholders.

~~Table~~In order to protect our ability to utilize our NOLs and certain other tax attributes, our certificate of ~~Contents~~incorporation includes certain transfer restrictions with respect to our stock, which may limit the liquidity of our common stock.

noTo ~~later~~reduce ~~than one hundred and thirty-five (135) days following~~ the ~~closing~~risk of ~~the~~a ~~Recapitalization~~potential ~~Transactions,~~adverse ~~unless~~effect ~~certain~~on ~~conditions~~our ~~under~~ability ~~the~~to ~~Stock~~use ~~Purchase~~our ~~Agreement~~NOLs ~~are~~and ~~met~~certain orother astax ~~otherwise~~attributes ~~agreed~~for ~~by the parties~~U.S. ~~Section~~federal ~~12(g)(4)~~income oftax ~~the~~purposes, ~~Exchange~~our ~~Act~~certificate ~~allows~~of ~~for~~incorporation ~~the~~contains ~~registration~~certain oftransfer ~~any~~restrictions ~~class~~with ofrespect ~~securities~~ to beour ~~terminated~~stock ~~after~~by asubstantial ~~company~~stockholders. ~~files~~These arestrictions ~~certification~~may ~~with~~adversely ~~the~~affect ~~SEC that~~ the ~~number~~ability of certain holders of ~~record of such class of security is fewer than 300 persons. As of March 29, 2024, there were 134 stockholders of record of~~ our common stock. ~~This~~to ~~does~~dispose ~~not include the number~~ of ~~shareholders~~or ~~that~~acquire ~~hold~~ shares inof ~~“street name” through banks, brokers and other financial institutions. Accordingly, we are eligible to deregister~~ our common stock and ~~suspend~~may ~~our~~have ~~reporting~~an ~~obligations~~adverse ~~under~~impact ~~the Exchange~~on ~~Act. If we were to terminate our registration and suspend our reporting obligations under~~ the ~~Exchange~~ ~~Act,~~liquidity we would no longer be required to comply with U.S. public company disclosure requirements under the Exchange Act, including, but not limited to, annual and quarterly report filings, proxy statement filings and filings by insiders to disclose the acquisition and disposition of our ~~securities~~stock generally.

~~Stockholders~~Table ~~have experienced dilution~~ of ~~their ownership interests upon the issuance of additional shares of our common stock or securities convertible into shares of our common stock.~~Contents

We ~~may~~have ~~issue~~not ~~additional~~paid ~~equity~~dividends ~~securities~~on ~~in capital raising transactions or otherwise, resulting in the dilution of the ownership interests of~~ our ~~present stockholders. We are currently authorized to issue an aggregate of 120,000,000 shares of capital stock consisting of 79,999,997 shares of~~ common stock, ~~two shares of a class of preferred stock (which were redeemed~~ in ~~accordance~~the ~~with~~past ~~their terms~~ and ~~may~~do not beexpect ~~reissued),~~to ~~one~~pay ~~share~~dividends ofon aour ~~class~~common ~~of special~~ stock ~~and~~for ~~40,000,000~~the ~~shares~~foreseeable ~~of blank check preferred stock~~future. AsAny ofreturn ~~December~~on ~~31,~~investment ~~2023,~~may ~~there~~be ~~were~~limited ~~38,199,386 shares of our common stock, one share of special stock, and warrants~~ to ~~purchase~~the ~~6,429,000~~value ~~shares~~ of our common stock ~~outstanding~~. ~~In connection with the Recapitalization Transactions, we issued 25,112,245 shares of common stock to the Company Investor and the 6,429,000 warrants were cancelled.~~

We have innever ~~the~~paid ~~past~~a ~~and~~cash wedividend ~~may~~on ~~in the future raise additional capital through public or private offerings of~~ our common stock. orWe ~~other~~expect ~~securities~~ that ~~are~~any ~~convertible~~income ~~into~~received orfrom ~~exercisable~~operations ~~for~~will ~~our~~be ~~common~~devoted ~~stock.~~to ~~Any~~our future ~~issuance~~operations ~~of our equity or equity-linked securities may dilute then-current stockholders’ ownership percentages~~ and ~~could also result in a decrease in the fair market value of our equity securities, because our assets would be owned by a larger pool of outstanding equity~~growth. We ~~may~~do ~~also~~not ~~issue~~expect ~~such securities in connection with hiring or retaining employees and consultants, as payment~~ to ~~providers~~pay ofcash ~~goods~~dividends ~~and~~on ~~services,~~our in connection with future acquisitions and investments, development, redevelopment and repositioning of assets, or for other business purposes. Our board of directors may at any time authorize the issuance of additional common stock ~~without~~in ~~stockholder approval, unless~~ the ~~approval~~near ~~of our common stockholders is required by applicable law, rule or regulation, including NYSE American regulations, or our certificate of incorporation~~future. ~~The~~Payment ~~terms~~ of ~~preferred~~dividends ~~or other equity or equity-linked securities we may issue~~ in the future ~~transactions~~will ~~may~~depend beupon ~~more~~our ~~favorable~~profitability toat ~~new~~the ~~investors~~time, ~~and~~cash ~~may~~available ~~include~~for ~~dividend~~those ~~and/or liquidation preferences~~dividends, ~~anti-dilution protection, pre-emptive rights, superior voting rights~~ and ~~the~~such ~~issuance of warrants or~~ other ~~derivative~~factors ~~securities,~~as ~~among~~our ~~other~~board ~~terms,~~of ~~which~~directors may ~~have~~consider ~~a further dilutive effect~~relevant. ~~Our~~If ~~previously~~we ~~outstanding~~do ~~warrants~~not ~~also~~pay ~~contained these types of provisions. Also~~dividends, ~~the~~our ~~future issuance of any such additional shares of~~ common stock ~~or other securities~~ may ~~create downward pressure on the trading price of our common stock. There can~~ be noless ~~assurance~~valuable ~~that~~because ~~any such future issuances will not be at~~ a ~~price~~return oron ~~have~~an ~~conversion~~investor’s orinvestment ~~exercise~~will ~~prices~~only ~~below~~occur ~~the~~if ~~price~~our ~~at which shares of the common~~ stock ~~are~~price ~~then traded~~appreciates.

AOur ~~decline~~charter indocuments ~~the~~and ~~price~~Delaware oflaw ~~our~~could ~~common~~prevent ~~stock,~~a ~~including~~takeover asthat astockholders ~~result~~consider offavorable aand ~~sale~~could ofalso areduce ~~substantial~~the ~~number~~market ofprice ~~shares~~ of our ~~common~~ stock~~, may impair our ability to raise capital in the future~~.

AOur ~~decline~~certificate ~~in the price~~ of ~~our~~incorporation ~~common~~and ~~stock,~~bylaws ~~whether~~and asDelaware alaw ~~result~~contain ofprovisions ~~market~~that ~~conditions,~~could ~~sales~~delay ofor prevent a ~~substantial~~change ~~number~~in ofcontrol ~~shares~~ of ~~our~~us. ~~common~~These ~~stock,~~provisions orcould ~~other~~also ~~reasons, may~~ make it more difficult for usstockholders to ~~sell~~elect ~~equity~~directors orand ~~equity-related~~take ~~securities~~other incorporate ~~the~~actions. ~~future~~In ataddition ato ~~time~~the ~~and~~matters ~~price~~identified ~~that~~in wethe ~~deem~~risk ~~reasonable~~factors orabove ~~appropriate,~~relating ~~which~~to ~~would~~the ~~impair~~provisions of our ~~ability~~certificate toof ~~raise~~incorporation, ~~capital.~~these provisions include:

~~Capital-raising~~● ~~transactions resulting in~~ a ~~large~~classified ~~amount~~board of ~~newly~~directors ~~issued~~with ~~shares~~two-year ~~that~~staggered become readily tradable, or other events that cause current stockholders to sell shares, could place downward pressure on the trading price of our stock. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.terms;

If● ~~our~~limitations ~~stockholders~~in ~~sell, or the market perceives that~~ our ~~stockholders~~certificate ~~intend to sell for various reasons, including the ending~~ of ~~restrictions~~incorporation on ~~resale~~acquisitions ofand ~~substantial~~dispositions ~~amounts~~ of our common stock indesigned ~~the~~to ~~public~~protect ~~market,~~our ~~including~~NOLs ~~shares~~and ~~issued~~certain other tax attributes; and

16● authorization for blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock.

~~Table~~These and other provisions in our certificate of ~~Contents~~incorporation and bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of common stock and result in the market price of the common stock being lower than it would be without these provisions.

~~upon~~Our certificate of incorporation designates the ~~exercise~~Court of ~~outstanding~~Chancery ~~options,~~in the ~~market~~State ~~price~~ of ~~our~~Delaware ~~common~~as ~~stock~~the ~~could~~exclusive ~~fall.~~forum Afor ~~significant~~certain ~~amount~~actions ofor ~~restricted~~proceedings ~~shares~~that ~~previously~~may ~~issued~~be initiated by usour ~~have~~stockholders, ~~been~~which ~~registered~~could ~~for~~discourage ~~resale~~claims onor ~~registration~~limit ~~statements~~stockholders’ ~~filed~~ability ~~with~~to make a claim against the ~~SEC~~Company, our directors, officers, and employees.

~~More~~The ~~than~~Company’s ~~60%~~certificate of ~~our~~incorporation ~~shares~~provides that the Court of ~~common~~Chancery ~~stock~~of ~~are~~the ~~currently~~State ~~controlled~~of byDelaware ~~three~~is the exclusive forum for any derivative action or proceeding brought on the Company’s behalf; any action asserting a breach of ~~our~~fiduciary ~~stockholders~~duty; ~~who~~any ~~may~~action ~~have~~asserting a claim against the ~~ability~~Company arising pursuant to ~~influence~~the Delaware General Corporation Law, the ~~election~~Company’s certificate of ~~directors~~incorporation or bylaws; or any action asserting a claim against the Company that is governed by the internal affairs doctrine. This provision is not intended to apply to claims arising under the Securities Act and the ~~outcome~~Exchange ofAct. ~~matters~~To ~~submitted~~the extent the provision could be construed to ~~our~~apply to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and the Company’s stockholders will not be deemed to have waived the Company’s compliance with federal securities laws and the rules and regulations thereunder.

~~More~~The ~~than~~exclusive ~~60%~~forum ofprovision ~~our~~may ~~shares~~discourage ofclaims ~~common~~or ~~stock~~limit ~~are controlled by three of our~~ stockholders,’ ~~including~~ability ~~over~~to ~~40%~~submit ofclaims ~~our~~in ~~common~~a ~~stock~~judicial ~~being~~forum ~~owned~~that bythey ~~the~~find ~~Company~~favorable ~~Investor~~and ~~following~~may ~~the~~create ~~Recapitalization~~additional ~~Transactions.~~costs Asas a result,. ~~these~~If ~~stockholders~~a ~~may~~court ~~have~~were ~~the ability~~ to ~~significantly~~determine ~~influence~~ the ~~outcome~~exclusive offorum ~~issues~~provision ~~submitted~~ to ~~our~~be ~~stockholders~~inapplicable ~~for~~and aunenforceable ~~vote.~~in ~~The~~an ~~interests~~action, ofwe ~~these~~may ~~stockholders~~incur ~~may~~additional ~~not~~costs ~~always~~in ~~coincide~~conjunction with our ~~interests~~efforts orto resolve the ~~interests~~dispute ~~of other stockholders, and they may act~~ in aan ~~manner~~alternative ~~that advances their best interests and not necessarily those of other stockholders. The concentration of ownership could also deter unsolicited takeovers~~jurisdiction, ~~including transactions in~~ which ~~stockholders~~could ~~might~~have ~~otherwise receive~~ a ~~premium~~negative ~~for~~impact ~~their~~on ~~shares~~our ~~over~~results ~~then~~of ~~current market prices~~operations.

~~The~~Because ~~holder~~we ofare ~~our~~a ~~special~~U.S. ~~stock~~real ~~and~~property ~~the~~holding ~~Investor~~corporation, ~~each~~non-U.S. ~~have~~holders ~~rights~~of toour ~~appoint~~common ~~directors~~stock tocould ~~our~~be ~~board~~subject ofto ~~directors~~U.S. ~~and,~~federal ~~consequently,~~income tax on the ~~ability~~gain tofrom ~~exert~~its ~~influence~~sale, ~~over~~exchange usor other disposition.

InBecause ~~connection~~we ~~with~~are ~~the~~a ~~investment~~U.S. inreal usproperty byholding ~~Third Avenue Trust~~corporation, onwhich ~~behalf~~we ofrefer ~~Third~~to ~~Avenue~~as ~~Real Estate Value Fund (“Third Avenue”)~~"USRPHC," ~~Third~~under ~~Avenue~~the ~~was~~Foreign ~~issued~~Investment ~~one~~in ~~share~~Real ofProperty aTax ~~class~~Act of ~~special~~1980 ~~stock~~ and ~~our~~applicable ~~certificate~~U.S. ofTreasury ~~incorporation~~regulations, ~~was~~which ~~amended~~we refer to ~~provide~~collectively ~~that,~~as ~~subject to~~ the ~~other~~"FIRPTA ~~terms~~Rules," ~~and~~unless ~~conditions~~an ofexception ~~our certificate of incorporation~~applies, ~~from~~certain ~~the~~non-U.S. ~~issuance~~investors ofin ~~the~~our ~~one share of special stock and until the “Special Stock Ownership Threshold” of 2,345,000 shares of~~ common stock iscould nobe ~~longer~~subject ~~satisfied, Third Avenue has the right~~ to ~~elect one director to the board of directors~~U.S. Infederal ~~addition,~~income ~~pursuant~~tax toon the ~~terms~~gain offrom the ~~Stock Purchase Agreement~~sale, ~~upon~~exchange ~~the~~or ~~earlier~~other disposition of ~~(i) the~~shares ~~delisting~~ of ~~the~~our ~~Company’s~~ common stock, and ~~(ii) three~~such ~~(3) months~~non-U.S. ~~following~~investors ~~the~~could ~~closing of the Recapitalization Transactions, the Company must take all action reasonably necessary to cause the board of directors to~~ be ~~reduced~~required to ~~five~~file ~~(5) members,~~a ~~constituted~~United asStates ~~follows:~~federal ~~(i) two~~income ~~(2) members~~tax ~~appointed~~return. byIn ~~Investor~~addition, ~~each of which may either be independent or interested, as determined by~~ the ~~Investor;~~purchaser ~~(ii) two~~of ~~(2) members~~such ~~appointed~~common bystock ~~the Company, either or both of which~~ may be ~~current~~required ~~members of the board; and (iii) one (1) member~~ to bewithhold ~~mutually~~15% ~~agreed~~of ~~upon and appointed by,~~ the ~~Company~~purchase ~~and~~price ~~Investor. As a result, for so long as these board appointment rights are in effect, Third Avenue~~ and ~~the~~remit ~~Investor~~such ~~may~~amount ~~be able~~ to ~~exert influence over our policies and management, potentially in a manner which may not be in our best interests or~~ the ~~best~~U.S. ~~interests~~Internal ofRevenue ~~the other stockholders~~Service.

In order to protect our ability to utilize our NOLs and certain other tax attributes, our certificate of incorporation includes certain transfer restrictions with respect to our stock, which may limit the liquidity of our common stock.17

ToTable ~~reduce the risk~~ of a potential adverse effect on our ability to use our NOLs and certain other tax attributes for U.S. Federal income tax purposes, our certificate of incorporation contains certain transfer restrictions with respect to our stock by substantial stockholders. These restrictions may adversely affect the ability of certain holders of our common stock to dispose of or acquire shares of our common stock and may have an adverse impact on the liquidity of our stock generally.Contents

WeUnder ~~have~~the ~~not~~FIRPTA ~~paid~~Rules, ~~dividends~~we are a USRPHC because our interests in U.S. real property comprise at least 50% of the fair market value of our assets. Our common stock is now traded on the OTC markets. As a result, our common stock inis no longer treated as "regularly traded on an established securities market" (within the ~~past~~meaning ~~and~~of dothe ~~not~~FIRPTA ~~expect~~Rules). As a result, (i) a non-U.S. investor who, actually or constructively, holds no more than 5% of our common stock may be subject to ~~pay~~U.S. ~~dividends~~federal income tax on the gain from the sale, exchange or other disposition of our common stock ~~for~~under the ~~foreseeable~~FIRPTA ~~future.~~Rules, ~~Any~~and ~~return~~(ii) ona ~~investment~~purchaser of such stock from a non-U.S. investor may be ~~limited~~required to withhold any portion of the ~~value~~purchase price of such stock, depending on the percentage of our common stock held by such non-U.S. investor. Any of our common stockholders that are non-U.S. persons should consult their tax advisors to determine the consequences of investing in our common stock.

~~We have never paid a cash dividend on our common stock~~Item 1B. UNRESOLVED WeSTAFF expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends on our common stock in the near future. Payment of dividends in the future will depend upon our profitability at the time, cash available for those dividends, and such other factors as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.COMMENTS

~~Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock~~None.

~~Our certificate of incorporation and bylaws and Delaware law contain provisions that could delay or prevent a change in control of us~~Item 1C. ~~These provisions could also make it more difficult for stockholders to elect directors and take other corporate~~ CYBERSECURITY

17Risk management and strategy

~~Table~~Our accounting and financial reporting platforms and related systems, and those that we, or our third-party service providers, offer to TPHGreenwich’s tenants are necessary for the operation of ~~Contents~~our business. We use these platforms and systems, among others, to manage our tenant relationships, for accounting and financial reporting, and for other recordkeeping purposes. Our business operations and financial reporting rely on the secure collection, storage, transmission, and other processing of proprietary, confidential, and sensitive data.

~~actions.~~We Inhave ~~addition~~implemented and maintain various information security processes designed to ~~the~~identify, ~~matters~~assess ~~identified~~and inmanage ~~the~~material ~~risk~~risks ~~factors~~from ~~above~~cybersecurity ~~relating~~threats to ~~the~~our ~~provisions~~critical ofcomputer networks, third-party hosted services, hardware and software, and our ~~certificate~~critical ofdata, ~~incorporation~~including financial information and other confidential information that is proprietary, ~~these~~strategic ~~provisions~~or ~~include:~~competitive in nature, and tenant data (“Information Systems and Data”).

●We arely ~~classified~~on ~~board~~our ofmanagement ~~directors~~and ~~with two~~third-~~year~~party ~~staggered~~service ~~terms;~~providers to manage any perceived cybersecurity threats and risks. Depending on the environment, we implement and maintain various technical, physical, and organizational measures, processes, standards, and/or policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including incident detection and response, internal controls within our accounting and financial reporting functions, network security controls, access controls, physical security, systems monitoring, and employee training.

●We ~~limitations~~work with third parties from time to time that assist us in identifying, assessing, and managing cybersecurity risks, including professional services firms and information technology consulting and support firms. To operate our ~~certificate~~business, we utilize certain third-party service providers to perform a significant portion of ~~incorporation~~our oncritical ~~acquisitions~~functions. We seek to engage reliable, reputable service providers that maintain cybersecurity programs. To address risks associated with third-party service providers, we will review and ~~dispositions~~assess the cybersecurity controls of our ~~common~~third-party ~~stock~~service providers and make changes to our business processes to manage these risks. This approach is designed to ~~protect~~mitigate ~~our~~risks ~~NOLs~~related ~~and~~to ~~certain~~data breach or other ~~tax~~security ~~attributes;~~incidents ~~and~~originating from third-party service providers.

●We ~~authorization~~are ~~for~~not ~~blank~~aware ~~check~~of ~~preferred~~any ~~stock~~risks from cybersecurity threats, ~~which~~including ~~could~~as bea ~~issued~~result ~~with~~of ~~voting,~~any ~~liquidation~~cybersecurity incidents, ~~dividend~~which ~~and~~have ~~other~~materially ~~rights~~affected ~~superior~~or are reasonably likely to materially affect our ~~common~~company, ~~stock~~including our business strategy, results of operations, or financial condition.

These and other provisions in our certificate of incorporation and bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of common stock and result in the market price of the common stock being lower than it would be without these provisions.Governance

~~Our~~The ~~certificate~~Board ofholds ~~incorporation~~oversight ~~designates~~responsibility ~~the~~over ~~Court~~our ofstrategy ~~Chancery~~and inrisk ~~the~~management, ~~State~~including ofmaterial ~~Delaware~~risks asrelated ~~the~~to ~~exclusive~~cybersecurity ~~forum~~threats. ~~for~~This ~~certain~~oversight ~~actions~~is orexecuted ~~proceedings~~directly ~~that~~by ~~may~~the beBoard ~~initiated~~through management. Our management, represented by our ~~stockholders~~Chief Financial Officer, ~~which~~Steven ~~could~~Kahn, ~~discourage~~leads ~~claims~~our orcybersecurity ~~limit~~risk ~~stockholders’~~assessment ~~ability~~and tomanagement ~~make~~processes aand ~~claim~~oversees ~~against~~their implementation and maintenance. Mr. Kahn is an experienced compliance and risk management professional and has served as Chief Financial Officer since September 2015. Mr. Kahn currently oversees key functions for the Company’s accounting, ~~our~~finance, ~~directors~~and treasury strategies, ~~officers~~including risk management. In addition, Mr. Kahn leads our cybersecurity risk oversight and ~~employees.~~the development and enhancement of internal controls designed to prevent, detect,

The Company’s certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on the Company’s behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against the Company arising pursuant to the Delaware General Corporation Law, the Company’s certificate of incorporation or bylaws; or any action asserting a claim against the Company that is governed by the internal affairs doctrine. This provision is not intended to apply to claims arising under the Securities Act and the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and the Company’s stockholders will not be deemed to have waived the Company’s compliance with federal securities laws and the rules and regulations thereunder.18

~~The~~Table exclusive forum provision may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may create additional costs as a result. If a court were to determine the exclusive forum provision to be inapplicable and unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our results of ~~operations.~~Contents

~~Because~~address, weand ~~are~~mitigate athe ~~U.S.~~risk ~~real~~of ~~property~~cyber ~~holding corporation, non-U~~incidents.S. ~~holders~~Our ofmanagement ~~our~~will ~~common~~report ~~stock~~any ~~could~~serious becybersecurity ~~subject~~incidents to ~~U.S.~~our ~~federal income tax on the gain from its sale, exchange or other disposition~~Board.

~~Because we are a U~~Item 2.S. PROPERTIES real property holding corporation, which we refer to as "USRPHC," under the Foreign Investment in Real Property Tax Act of 1980 and applicable U.S. Treasury regulations, which we refer to collectively as the "FIRPTA Rules," unless an exception applies, certain non-U.S. investors in our common stock could be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of shares of our common stock, and such non-U.S. investors could be required to file a United States federal income tax return. In addition, the purchaser of such common stock may be required to withhold 15% of the purchase price and remit such amount to the U.S. Internal Revenue Service.

~~Under~~The ~~the~~Company’s ~~FIRPTA~~sole ~~Rules,~~investment weconsists ~~are~~of aits ~~USRPHC~~95% ~~because~~ownership ~~our~~interest ~~interests~~ in UTPHGreenwich.S. ~~real~~Below ~~property~~is ~~comprise~~certain atinformation ~~least~~regarding ~~50% of~~ the ~~fair~~real ~~market~~estate ~~value~~properties ofheld ~~our assets. Our common stock trades on the NYSE American. So long as it continues to do so, and is regularly quoted~~ by ~~brokers~~TPHGreenwich ~~or dealers making a market in our common stock, our common stock will be treated~~ as ~~"regularly traded on an established securities market" (within the meaning~~ of ~~the~~December ~~FIRPTA Rules). As a result~~31, ~~(i) a non-U~~2024.S. investor who, actually or constructively, holds no more than 5% of our common stock would not be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of our common stock under the FIRPTA Rules, and (ii) a purchaser of such stock from a non-U.S. investor would not be required to withhold any portion of the purchase price of such stock, regardless of the percentage of our common stock held by such non-U.S. investor. Any of our common stockholders that are non-U.S. persons should consult their tax advisors to determine the consequences of investing in our common stock.


		Building Size
		(estimated		Leased at
		rentable	Number of	December 31,
Property Location	Type of Property	square feet)	Units	2024
Owned Locations

77 Greenwich, New York, New York (1)	Residential condominium units for sale	—	—	N/A

Paramus, New Jersey (2)	Retail	77,000	—	100	%

237 11^th Street, Brooklyn, New York (3)	Multi-family	80,000	105	96	%

Total		157,000	105

~~Table~~(1) 77 Greenwich. TPHGreenwich has substantially completed the construction of ~~Contents~~an over 300,000 gross square foot mixed-use building that corresponds to the approximate total of 233,000 zoning square feet. The property consists of 90 luxury residential condominium apartments, 7,500 square feet of retail space, almost all of which is street level, a 476-seat elementary school serving New York City District 2, including the adaptive reuse of the landmarked Robert and Anne Dickey House. As of March 3, 2023, this property had received its temporary certificates of occupancy (“TCOs”) for 100% of the residential condominium units, lobby, Cloud Club (lounge, terrace, game room, dining room, kitchen and kids play room), mechanical rooms, and portions of the cellar (including the bike and storage rooms.) There have been closings on 46 residential condominium units through December 31, 2024, and TPHGreenwich has closed on the sale of four more residential condominium units subsequent with 40 remaining units to sell as of March 24, 2025.

~~Item~~Prior 1Bto the Recapitalization Transactions, we entered into an agreement with the New York City School Construction Authority (the “SCA”), whereby we constructed a school sold to the SCA as part of our condominium development at 77 Greenwich. ~~UNRESOLVED~~Pursuant ~~STAFF~~to ~~COMMENTS~~the agreement, the SCA agreed to pay us $41.5 million for the purchase of their condominium unit and reimburse us for the costs associated with constructing the school, including a construction supervision fee of approximately $5.0 million. Payments for construction are being made by the SCA to the general contractor in installments as construction on their condominium unit progresses. Payments to us for the land and construction supervision fee commenced in January 2018 and continued through October 2019 for the land and will continue through completion of the SCA buildout for the construction supervision fee. An aggregate of $46.4 million had been paid to us by the SCA as of February 14, 2024, with approximately $176,000 remaining to be paid to TPHGreenwich. We have also received an aggregate of $56.1 million in reimbursable construction costs from the SCA through February 14, 2024. In April 2020, the SCA closed on the purchase of the school condominium unit from us, at which point title transferred to the SCA. The SCA has completed the buildout of the interior space, which is a public elementary school with approximately 476 seats. The school received its final TCO and opened to students in September 2022.

~~None~~There is an inherent risk that the development and sales of residential condominiums may be subject to unknown potential changes in internal and external financial and economic conditions, such as inflation and rising interest rates, and general market conditions, which could impact the business and potential buyers of the residential condominiums for sale. In addition, construction work is ongoing and there continue to be delays and issues the impact of which is not yet known. We believe it is possible under generally accepted accounting practices for TPHGreenwich to incur real estate impairment charges in the future in the event these conditions deteriorate.

~~Item 1C. CYBERSECURITY~~19

~~Risk~~Table ~~management~~of ~~and strategy~~Contents

~~Our~~(2) ~~accounting~~Paramus ~~and~~Property. ~~financial~~The ~~reporting~~Paramus ~~platforms~~property consists of a one-story and ~~related~~partial ~~systems~~two-story, 73,000 square foot freestanding building and ~~those~~an ~~that~~outparcel webuilding of approximately 4,000 orsquare ~~our~~feet, ~~third-party~~for ~~service~~approximately ~~providers~~77,000 ~~offer~~total tosquare ~~our~~feet ~~tenants~~of ~~are~~rentable ~~necessary~~space. ~~for~~The ~~the~~primary ~~operation~~building is comprised of ~~our~~approximately ~~business.~~47,000 Wesquare ~~use~~feet ~~these~~of ~~platforms~~ground floor space, and ~~systems~~two separate mezzanine levels of approximately 21,000 ~~among~~and ~~others~~5,000 square feet. The 73,000 square foot building is leased to ~~manage~~Restoration ~~our~~Hardware ~~tenant~~Holdings, ~~relationships~~Inc. (NYSE: RH) pursuant to a license agreement that began on June 1, ~~for~~2016, ~~accounting~~is ~~and~~terminable ~~financial~~upon ~~reporting~~three months’ notice, and ~~for~~currently ~~other~~is ~~recordkeeping~~scheduled ~~purposes~~to end on March 31, 2025. ~~Our~~The ~~business~~outparcel ~~operations~~building ~~and~~was ~~financial~~leased ~~reporting~~under ~~rely~~a onshort-term ~~the~~license ~~secure~~agreement ~~collection,~~with ~~storage~~a tenant whose lease began on October 1, ~~transmission~~2023, and ~~other~~ends ~~processing~~June 30, 2025. The land area of ~~proprietary~~the Paramus property consists of approximately 292,000 ~~confidential~~square feet, ~~and~~or ~~sensitive~~approximately ~~data~~6.7 acres.

WeOn ~~have~~February ~~implemented~~4, ~~and~~2025, ~~maintain~~TPHGreenwich ~~various~~sold ~~information~~the ~~security~~Paramus ~~processes~~Property ~~designed~~for toa ~~identify,~~gross ~~assess~~sales ~~and~~price ~~manage~~of ~~material~~$15.6 ~~risks~~million. ~~from~~After ~~cybersecurity~~repayment ~~threats~~of tothe ~~our~~underlying ~~critical~~loan ~~computer~~of ~~networks,~~$11.7 ~~third-party~~million ~~hosted services, hardware~~ and ~~software,~~closing ~~and our critical data~~costs, ~~including~~TPHGreenwich ~~financial~~received ~~information~~approximately ~~and~~$2.9 ~~other~~million ~~confidential information that is proprietary, strategic or competitive~~ in ~~nature,~~net ~~and~~sale ~~tenant~~cash ~~data (“Information Systems and Data”)~~proceeds.

We(3) ~~rely~~237 on11th ~~our~~Street. ~~management~~In ~~and~~2018, ~~third-party~~we ~~service~~acquired ~~providers~~a to105-unit, ~~manage~~12-story ~~any~~multi-family ~~perceived~~apartment ~~cybersecurity~~building ~~threats~~encompassing ~~and~~approximately ~~risks.~~93,000 ~~Depending~~gross onsquare ~~the~~feet ~~environment~~(approximately 80,000 werentable ~~implement~~square ~~and~~feet) ~~maintain~~located ~~various~~at ~~technical~~237 11th Street, ~~physical~~Park Slope, ~~and~~Brooklyn, ~~organizational~~New ~~measures~~York for a purchase price of $81.2 million, ~~processes~~excluding transaction costs of approximately $0.7 million. The property also includes 6,264 ~~standards~~square feet of retail space, ~~and/or~~all ~~policies~~of ~~designed~~which is leased to ~~manage~~Starbucks Inc. (NQGS:SBUX), an oral surgeon and ~~mitigate~~a ~~material~~health ~~risks~~and ~~from~~wellness ~~cybersecurity~~tenant. ~~threats~~Located toon ~~our~~the ~~Information~~border ~~Systems~~of the Park Slope and ~~Data~~Gowanus neighborhoods of Brooklyn, ~~including~~the ~~incident~~property ~~detection~~is ~~and~~located ~~response,~~one ~~internal~~block ~~controls~~from ~~within~~the ~~our~~4th ~~accounting~~Avenue/9th ~~and~~Street ~~financial~~subway ~~reporting~~station. ~~functions,~~The ~~network~~237 ~~security~~11th ~~controls,~~property ~~access~~offers ~~controls~~an array of modern amenities that surpass what is available in the neighborhood’s “brownstone” housing stock. The property also benefits from a 15-year Section 421-a real estate tax exemption. Although all apartments are market rate units, ~~physical~~they ~~security~~are subject to New York City’s rent stabilization law during the remaining term of the Section 421-a real estate tax exemption. Due to the approval of the Gowanus up-zoning, ~~systems~~this ~~monitoring~~property benefitted to the extent of approximately 30,000 ~~and~~square ~~employee~~feet ~~training~~of air rights.

WeDue ~~work~~to ~~with~~water ~~third~~damage ~~parties~~in ~~from~~apartment ~~time~~units toand ~~time~~other ~~that~~property ~~assist~~at us237 ~~in identifying~~11th, ~~assessing,~~we ~~and~~submitted ~~managing~~a ~~cybersecurity~~notice ~~risks,~~of ~~including~~claim ~~professional~~to ~~services~~our ~~firms~~insurance ~~and~~carrier ~~information~~for ~~technology~~property ~~consulting~~damage and ~~support~~business ~~firms~~interruption (lost revenue) in September 2018. ToThe ~~operate~~insurance ~~our~~carrier ~~business,~~subsequently wedisclaimed ~~utilize~~coverage ~~certain~~for ~~third-party~~the ~~service~~losses ~~providers~~and towe ~~perform~~filed a ~~significant~~complaint ~~portion~~against ofthe ~~our~~carrier ~~critical~~alleging ~~functions~~that it breached the insurance policy by denying coverage. We ~~seek~~also tofiled ~~engage~~legal ~~reliable~~claims against the seller, ~~reputable~~its ~~service~~parent ~~providers~~company, ~~that~~and ~~maintain~~the ~~cybersecurity~~general ~~programs.~~contractor To(who, ~~address~~thereafter, ~~risks~~impleaded ~~associated~~into ~~with~~that ~~third-party~~litigation ~~service~~several ~~providers~~subcontractors who performed work on the property), and we ~~will~~subsequently ~~review~~reached a settlement of that action. Management also expects that TPHGreenwich and/or ~~assess~~its ~~the~~affiliates ~~cybersecurity~~will ~~controls~~recover some portion of ~~our~~the ~~third-party~~cost ~~service~~incurred ~~providers~~to repair the property through the litigation and/or ~~make~~settlement ~~changes~~negotiations towith ~~our~~its ~~business~~insurer, ~~processes~~although tothe ~~manage~~amount ~~these~~of ~~risks.~~damages ~~This~~that ~~approach~~may be recoverable in litigation and/or potential settlement negotiations are uncertain at this time, as is ~~designed~~the totiming ~~mitigate~~of ~~risks~~receipt ~~related~~of toany ~~data~~such ~~breach~~payments. orTPHGreenwich ~~other~~will ~~security~~continue ~~incidents~~to ~~originating~~pursue ~~from~~all ~~third-party~~legal ~~service~~remedies ~~providers~~against the insurance carrier.

WeOn ~~are~~March ~~not~~14, ~~aware~~2025, ofTPHGreenwich ~~any~~sold ~~risks~~237 ~~from~~11th ~~cybersecurity~~for ~~threats,~~a ~~including~~gross assales aprice ~~result~~ of ~~any~~$68.5 ~~cybersecurity~~million. ~~incidents,~~After ~~which~~repayment ~~have~~of ~~materially~~the ~~affected~~underlying orloan ~~are~~of ~~reasonably~~$60.0 ~~likely~~million toand ~~materially~~closing ~~affect our company~~costs, ~~including~~TPHGreenwich ~~our~~received ~~business~~approximately ~~strategy,~~$6.0 ~~results~~million ofin ~~operations,~~net orsale ~~financial~~cash ~~condition~~proceeds.

~~Governance~~Corporate Headquarters

The ~~Board~~Company ~~holds~~leases ~~oversight~~its ~~responsibility~~corporate ~~over~~headquarters ~~our~~in ~~strategy~~New ~~and risk management~~York, ~~including~~New ~~material~~York ~~risks~~(approximately ~~related~~6,271 tosquare ~~cybersecurity threats~~feet). ~~This~~The ~~oversight~~lease isexpires ~~executed~~on ~~directly~~March by31, ~~the Board through management~~2025. Following ~~Our~~the ~~management,~~expiration ~~represented~~of bythe ~~our Chief Financial Officer~~lease, Steven Kahn, leads our cybersecurity risk assessment and management processes and oversees their implementation and maintenance. Mr. Kahn is an experienced compliance and risk management professional and has served as Chief Financial Officer since September 2015. Mr. Kahn currently oversees key functions for the Company’s ~~accounting,~~principal ~~finance,~~place ~~and~~of ~~treasury~~business ~~strategies,~~will ~~including~~be ~~risk~~590 ~~management.~~Madison ~~In addition~~Avenue, ~~Mr.~~32nd ~~Kahn~~floor, ~~leads~~New ~~our cybersecurity risk oversight and the development and enhancement of internal controls designed to prevent~~York, ~~detect~~NY, ~~address, and mitigate the risk of cyber incidents~~10022. ~~Our management will report any serious cybersecurity incidents to our Board.~~

19Item 3. LEGAL PROCEEDINGS

~~Table~~In the normal course of ~~Contents~~business, we are party to routine legal proceedings. Based on advice of counsel and available information, including current status or stage of proceedings, and taking into account accruals where they have been established, management currently believes that any liabilities ultimately resulting from litigation we are currently involved in will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Item 2 4. MINE ~~PROPERTIES~~SAFETY DISCLOSURES

~~Below~~Not ~~is certain information regarding our real estate properties~~applicable. Prior to February 14, 2024, the below properties were owned by the Company, indirectly through wholly-owned subsidiaries, and following the Recapitalization Transactions, were owned by TPHGreenwich. References in this Item 2 to “we,” “our,” or “us” refer to the Company prior to the Recapitalization Transactions and to TPHGreenwich following the Recapitalization Transactions.


		Building Size
		(estimated		Leased at
		rentable	Number of	December 31,
Property Location	Type of Property	square feet)	Units	2023
Owned Locations

77 Greenwich, New York, New York (1)	Residential condominium units for sale	—	—	N/A

Paramus, New Jersey (2)	Retail	77,000	—	100	%

237 11th Street, Brooklyn, New York (3)	Multi-family	80,000	105	100	%

Total		157,000	105

~~(1)~~Table ~~77 Greenwich. We have substantially completed the construction~~ of an over 300,000 gross square foot mixed-use building that corresponds to the approximate total of 233,000 zoning square feet. The property consists of 90 luxury residential condominium apartments, 7,500 square feet of retail space, almost all of which is street level, a 476-seat elementary school serving New York City District 2, including the adaptive reuse of the landmarked Robert and Anne Dickey House. As of March 3, 2023, we had received our temporary certificates of occupancy (“TCOs”) for 100% of the residential condominium units, lobby, Cloud Club (lounge, terrace, game room, dining room, kitchen and kids play room), mechanical rooms, and portions of the cellar (including the bike and storage rooms.) We have closed on the sale of 38 residential condominium units through December 31, 2023, and we have closed on one more condominium unit since December 31, 2023 with 51 remaining units to sell as of March 29, 2024.Contents

We entered into an agreement with the New York City School Construction Authority (the “SCA”), whereby we constructed a school sold to the SCA as part of our condominium development at 77 Greenwich. Pursuant to the agreement, the SCA agreed to pay us $41.5 million for the purchase of their condominium unit and reimburse us for the costs associated with constructing the school, including a construction supervision fee of approximately $5.0 million. Payments for construction are being made by the SCA to the general contractor in installments as construction on their condominium unit progresses. Payments to us for the land and construction supervision fee commenced in January 2018 and continued through October 2019 for the land and will continue through completion of the SCA buildout for the construction supervision fee. An aggregate of $46.4 million had been paid to us by the SCA as of December 31, 2023 with approximately $176,000 remaining to be paid. We have also received an aggregate of $56.1 million in reimbursable construction costs from the SCA through December 31, 2023. In April 2020, the SCA closed on the purchase of the school condominium unit from us, at which point title transferred to the SCA. The SCA has completed the buildout of the interior space, which is a public elementary school with approximately 476 seats. The school received its final TCO and opened to students in September 2022. PART II

There is an inherent risk that the development and sales of residential condominiums may be subject to unknown potential changes in internal and external financial and economic conditions, such as inflation and rising interest rates, and general market conditions, which could impact the business and potential buyers of the residential condominiums for sale. We believe it is possible under generally accepted accounting practices to incur real estate impairment charges in the future in the event these conditions deteriorate.

(2) Paramus Property. The Paramus property consists of a one-story and partial two-story, 73,000 square foot freestanding building and an outparcel building of approximately 4,000 square feet, for approximately 77,000 total square feet of rentable space. The primary building is comprised of approximately 47,000 square feet of ground floor space, and two separate mezzanine levels of approximately 21,000 and 5,000 square feet. The 73,000 square foot

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building is leased to Restoration Hardware Holdings, Inc. (NYSE: RH) pursuant to a license agreement that began on June 1, 2016, is terminable upon three months’ notice, and currently is scheduled to end on March 31, 2025. The outparcel building was leased under a short-term license agreement with a tenant whose lease began on October 1, 2023 and ends July 30, 2024. The land area of the Paramus property consists of approximately 292,000 square feet, or approximately 6.7 acres. We are currently exploring options with respect to the Paramus property, including development, redevelopment or sale, among others.

(3) 237 11th Street. In 2018, we acquired a 105-unit, 12-story multi-family apartment building encompassing approximately 93,000 gross square feet (approximately 80,000 rentable square feet) located at 237 11th Street, Park Slope, Brooklyn, New York for a purchase price of $81.2 million, excluding transaction costs of approximately $0.7 million. The property also includes 6,264 square feet of retail space, all of which is leased to Starbucks Inc. (NQGS:SBUX), an oral surgeon and a health and wellness tenant. Located on the border of the Park Slope and Gowanus neighborhoods of Brooklyn, the property is located one block from the 4th Avenue/9th Street subway station. The 237 11th property offers an array of modern amenities that surpass what is available in the neighborhood’s “brownstone” housing stock. The property also benefits from a 15-year Section 421-a real estate tax exemption. Although all apartments are market rate units, they are subject to New York City’s rent stabilization law during the remaining term of the Section 421-a real estate tax exemption. Due to the approval of the Gowanus up-zoning, this property benefitted to the extent of approximately 30,000 square feet of air rights.

Due to water damage in apartment units and other property at 237 11th resulting from construction defects which we believe were concealed by the prior ownership team and its contractor, we submitted a notice of claim to our insurance carrier for property damage and business interruption (lost revenue) in September 2018. The insurance carrier subsequently disclaimed coverage for the losses and we filed a complaint against the carrier alleging that it breached the insurance policy by denying coverage. We also filed legal claims against the seller, its parent company, and the general contractor to recover damages arising from defective construction of the building, including defects that resulted in water damage as well as other defects. In addition, the general contractor impleaded into that litigation several subcontractors who performed work on the property. Management expects that TPHGreenwich will recover some portion of the cost incurred to repair the property through the litigations and/or settlement negotiations with the seller, its parent company, the general contractor, the subcontractors, and the insurance carrier, although the amount of damages that may be recoverable in litigation and/or potential settlement negotiations are uncertain at this time, as is the timing of receipt of any such payments. TPHGreenwich will continue to pursue all legal remedies. We incurred significant cash outflows for costs associated with these repairs and remediation, which commenced in September 2019 and were completed as of December 31, 2021.

Lease Expirations

As of December 31, 2023, we have one retail license at our Paramus property encompassing 73,000 square feet of leased space with annualized rent of $540,000 per year and expiring in March 2025 and a short-term license for the outparcel building began October 1, 2023 and expiring in July 2024. We also have a retail lease at the 237 11th property encompassing 2,006 square feet of leased space with annualized rent of $130,000 per year that expires in 2027, a second retail lease at the 237 11th property encompassing 1,074 square feet of leased space with average annualized rent of $94,506 per year that expires in 2036 and a third retail lease at the 237 11th property encompassing 2,208 square feet of leased space with average annualized rent of $153,366 per year that expires in 2032. We also have a retail lease at 77 Greenwich encompassing 1,061 square feet of leased space with an average annualized rent of $88,085 per year that expires in 2034. All our other leases are residential leases most of which expire within twelve or twenty-four months of the commencement date.

Corporate Headquarters

The Company leases its corporate headquarters in New York, New York (approximately 6,271 square feet). The lease expires in March 2025.

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Item 3. LEGAL PROCEEDINGS

In the normal course of business, we are party to routine legal proceedings. Based on advice of counsel and available information, including current status or stage of proceedings, and taking into account accruals where they have been established, management currently believes that any liabilities ultimately resulting from litigation we are currently involved in will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the ~~NYSE American~~OTC. The trading symbol of our common stock is “TPHS”.

Outstanding Common Stock and Holders

As of March 2924, ~~2024~~2025, we had 7073,~~736~~467,~~447~~053 shares issued and 6366,~~793~~247,~~850~~266 shares outstanding and there were approximately ~~134~~129 record holders of our common stock.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6. (RESERVED)

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in Item 8 of this Annual Report on Form 10-K. A detailed discussion of the results of operations for the year ended December 31, ~~2022~~2023 compared to the year ended December 31, ~~2021~~2022 is not included herein and can be found in the Management's Discussion and Analysis section in the ~~2022~~2023 Annual Report on Form 10-K filed with the SEC on March 3129, ~~2023~~2024.

Overview

We are a real estate holding, investment, development and asset management company. As of December 31, 2024, our sole investment is a 95% ownership interest in TPHGreenwich, which is accounted for as an equity method investment. As part of a series of transactions described below, on February 14, 2024, TPHGreenwich Holdings LLC (“TPHGreenwich”), a previously 100% owned subsidiary of ours, became owned 95% by us, with an affiliate of the lender under our corporate credit facility (the “Corporate Credit Facility” or “CCF”) owning a 5% interest in, and acting as manager of, such entity. This entity holds our previously consolidated real estate assets and related liabilities, which prior to the sales described below, includes (i) the property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”), which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school, (ii) a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York (“237 11th”), and (iii) a property occupied by retail tenants in Paramus, New Jersey (the “Paramus Property”).

~~Prior~~On ~~to the closing of the Recapitalization Transactions on~~ February 144, ~~2024~~2025, our real estate assets and related liabilities were held by the Company, indirectly through wholly-owned subsidiaries, and following the Recapitalization Transactions, our real estate assets and related liabilities are held through TPHGreenwich, ~~which~~sold ~~is owned 95% by~~ the Company, with an affiliate of the lender under the Company’s Corporate Credit Facility owning a 5% interest in, and acting as manager of, such entity. These real estate assets include (i) 77 Greenwich, (ii) 237 11th, and (iii) the Paramus Property~~. See~~ ~~Item 2. Properties above~~ for a ~~more~~gross ~~detailed~~sales ~~description~~price of ~~these~~$15.6 ~~properties~~million. WeAfter ~~also~~repayment ~~control a variety~~ of ~~intellectual property assets focused on~~ the ~~consumer~~underlying ~~sector,~~loan ~~a legacy~~ of ~~our predecessor, Syms. In addition, we also had approximately~~ $~~316~~11.67 million ofand ~~federal~~closing ~~NOLs at December 31~~costs, ~~2023,~~TPHGreenwich asreceived ~~well as~~ approximately $~~318~~2.39 million ofin ~~various~~net ~~state~~sale ~~and~~cash ~~local~~proceeds. ~~NOLs,~~The ~~which~~Company’s ~~can~~guarantee beof ~~used~~the toloan ~~reduce~~underlying ~~our~~the ~~future~~Paramus ~~taxable~~Property ~~income~~was ~~and~~retired ~~capital~~upon ~~gains~~the sale.

~~Recapitalization~~On ~~Transactions~~March 14, 2025, TPHGreenwich sold 237 11th for a gross sales price of $68.5 million. After repayment of the underlying loan of $60.0 million and closing costs, TPHGreenwich received approximately $6.0 million in net sale cash proceeds.

On February 14, 2024, we consummated the Recapitalization Transactions contemplated by the Stock Purchase Agreement between the Company, the Company Investor and the JV Investor, pursuant to which (i) the Company Investor purchased 25,112,245 shares of common stock for a purchase price of $0.30 per share, (ii) the Company and the JV Investor entered into the JV Operating Agreement, pursuant to which the JV Investor was appointed the initial manager of, and acquired a five percent (5%) interest in, TPHGreenwich, as described in more detail in “Item 1. Business”, and which JV continues to own, indirectly, all of the real property assets and liabilities of the Company, and (iii) TPHGreenwich entered into the Asset Management Agreement with the TPH Manager, our wholly-owned subsidiary, pursuant to which TPHGreenwich hired the TPH Manager to act as initial asset manager for TPHGreenwich for an annual management fee, as described in 21

23Table of Contents

~~Table~~We also control a variety of ~~Contents~~intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (“Syms”), including FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and the An Educated Consumer is Our Best Customer® slogan.

~~more~~Recapitalization ~~detail~~Transactions ~~in “Item 1. Business”.~~

~~Under~~On ~~this~~February ~~Recapitalization~~14, ~~Transactions~~2024, we consummated the ~~real~~transactions ~~estate~~contemplated ~~assets~~by ~~and~~the ~~related~~Stock ~~liabilities~~Purchase Agreement, dated as ~~well~~of January 5, 2024 (as amended, the “Legacy Stock Purchase Agreement”), between the Company, TPHS Lender LLC, the lender under the Company’s Corporate Credit Facility ~~became~~( ~~part~~“TPHS Lender”) and TPHS Investor LLC, an affiliate of ~~TPHGreenwich~~TPHS Lender (the “JV Investor”, and together with TPHS Lender, the ~~Company~~“Legacy ~~retaining~~Investor”), pursuant to which (i) the ~~substantial~~Legacy ~~federal,~~Investor ~~state~~purchased ~~and~~25,112,245 ~~local~~shares ~~tax~~of ~~NOLs~~common stock, ~~intellectual~~par ~~property and~~value a$0.01 ~~95%~~per ~~equity~~share ~~interest~~of inthe ~~TPHGreenwich~~Company (the “Legacy Investor Shares”) for a purchase price of $0. In30 ~~addition~~per share, (ii) the ~~maturity~~Company ~~date~~and ofthe ~~each~~JV Investor entered into an amended and restated limited liability company operating agreement of TPHGreenwich (the ~~77G~~“JV ~~Mortgage~~Operating ~~Loan~~Agreement”), pursuant to which the JV Investor was appointed the initial manager of, and ~~77G~~acquired ~~Mezzanine~~a ~~Loan~~five ~~for~~percent 77(5%) ~~Greenwich~~interest ~~was~~in, ~~extended~~TPHGreenwich, as described in more detail below, and TPHGreenwich continues to ~~October~~own, 23indirectly, ~~2025~~all ~~with~~of anthe ~~option~~previously toconsolidated ~~extend~~real ~~for~~property anassets ~~additional~~and ~~year~~liabilities of the Company, and (iii) TPHGreenwich entered into an asset management agreement (the ~~maturity~~“Asset ~~date~~Management Agreement”) with a newly formed subsidiary of the ~~Corporate~~Company ~~Credit~~(the ~~Facility~~“TPH ~~was~~Manager”), ~~extended~~pursuant to ~~June~~which 30TPHGreenwich hired the TPH Manager to act as initial asset manager for TPHGreenwich for an annual management fee, ~~2026~~as described in more detail below (collectively, the “Recapitalization Transactions”).

Under the Recapitalization Transactions, the real estate assets and related liabilities as well as the Corporate Credit Facility became part of TPHGreenwich, with the Company retaining the intellectual property and a 95% equity interest in TPHGreenwich. In addition, the maturity date of each of the mortgage loan agreement (the “77G Mortgage Loan”) and mezzanine loan agreement (the “77G Mezzanine Loan”) for 77 Greenwich, both of which were assumed by TPHGreenwich, was extended to October 23, 2025 with an option to extend for an additional year, and the maturity date of the Corporate Credit Facility was extended to June 30, 2026.

WeIn ~~believe~~connection ~~that~~with the ~~Recapitalization~~Steel ~~Transactions~~Partners ~~allow~~transaction ~~for~~in anFebruary ~~improved~~2025 ~~structure~~(as ~~for~~defined aand ~~new~~described ~~investor~~below), tothe ~~invest~~Legacy inStock Purchase Agreement was partially terminated by the Company, ~~which~~and isthe ~~less~~TPHS ~~complex~~Lender as(including aand ~~result~~cancellation of the ~~real~~TPHS ~~estate~~Lender’s ~~assets~~right ~~and~~to ~~substantially~~receive ~~all~~penny ~~liabilities~~warrants ~~being~~of ~~off-balance~~the ~~sheet.~~Company Inequivalent ~~addition,~~to 5% of the ~~parties~~Company’s ~~agreed~~Common toStock), ~~certain~~except for provisions inof the Legacy Stock Purchase Agreement towhich ~~accommodate~~would acause ~~new~~an ~~strategic~~impairment ~~partner~~or ~~that~~termination ~~may~~of ~~invest~~the inTPHS ~~the~~Lender’s ~~Company~~representation and warranty insurance policy obtained.

Recent Developments

WeSteel ~~believe~~Partners ~~that the closing of the Recapitalization Transactions has put the Company on a stronger financial footing. As of March 28, 2024, our cash and cash equivalents totaled approximately $3.9 million.~~Transaction

See Item 1, “Business—Steel Partners Transaction” for more information regarding the Steel Partners Transactions.

~~Management’s~~Charter ~~Plans and Objectives~~Amendment

~~Following~~In ~~the~~February ~~Recapitalization Transactions~~2025, ~~our~~the ~~primary~~Company ~~business~~filed isan ~~owning~~Amendment ~~over~~to ~~$600~~its ~~million~~Amended ~~of federal,~~ and ~~various~~Restated ~~state~~Certificate ~~and local NOLs and a variety~~ of ~~intellectual~~Incorporation ~~property~~with ~~assets focused on~~ the ~~consumer~~Delaware ~~sector,~~Secretary asof ~~well~~State ~~as a 95% interest in TPHGreenwich and acting as asset manager for~~ (the ~~properties owned by TPHGreenwich~~“Amendment”). ~~With~~ ~~the~~The ~~Company~~Amendment ~~now~~extended ~~unencumbered~~certain bytransfer ~~its~~restrictions ~~real~~set ~~estate~~forth ~~and related liabilities, we continue to focus on exploring a range of strategic and financing alternatives to maximize stockholder value and to engage with parties that have expressed interest~~ in the Company’s ~~attributes~~charter ~~and~~to ~~assets~~until ~~and~~February ~~may see the Company as a potential vehicle for growth~~25, ~~with potential opportunities to recapitalize the Company at a lower cost of capital~~2035. ~~The~~ ~~Company~~A ~~has~~copy engaged the Advisors in connection with our strategic review process and to assist us in identifying and evaluating potential alternatives, including among others securing an equity and/or debt financing of the ~~Company,~~Amendment ~~refinancing~~is offiled ~~existing~~as ~~debt,~~exhibit ~~and/or a sale or merger or reverse merger of the Company~~3.3 ~~There~~to isthis noAnnual ~~assurance~~Report ~~that we will be successful in consummating any such strategic transaction~~ on ~~terms~~Form ~~or a timeframe acceptable to us or at all~~10-K.

~~Results~~Management’s ofPlans ~~Operations~~and Objectives

~~Results~~Following the Recapitalization Transactions, our primary business is owning a variety of ~~Operations~~intellectual ~~for~~property assets focused on the ~~Year~~consumer ~~Ended~~sector, ~~December~~as 31well as a 95% interest in TPHGreenwich. As discussed herein, ~~2023~~we ~~Compared~~may distribute the interest in TPHGreenwich to our shareholders in 2025. At the ~~Year~~same ~~Ended~~time, ~~December~~we 31are implementing various cost efficiencies using Steel’s proven business optimization practices and exploring with Steel potential business expansions and alternatives in order to maximize stockholder value. These may include, ~~2022~~for example, acquisition of additional business assets, contribution by Steel or a third party of additional business assets to Trinity, or other business combinations. There

Rental revenues in total increased by approximately $440,000 to $5.9 million for year ended December 31, 2023 from $5.5 million for the year ended December 31, 2022. This consisted of an increase in rent revenues of approximately $469,000 to $5.8 million for the year ended December 31, 2023 from $5.3 million for the year ended December 31, 2022, as well as a decrease in tenant reimbursements of approximately $29,000 to $196,000 for the year ended December 31, 2023 from $225,000 for the year ended December 31, 2022. The increase in total rental revenues and its related components was due to higher base rents and fewer rent concessions at 237 11th during the year ended December 31, 2023 compared to the year ended December 31, 2022 due to completion of remediation of the construction related defects in December 2021. 22

~~Other~~Table income decreased slightly by approximately $5,000 to $177,000 for the year ended December 31, 2023 from $182,000 for the year ended December 31, 2022. This decrease is due to a decrease in the SCA’s construction supervision fee partially offset by a contractual payment received as a result of ~~the cancelation of the purchase and sale agreement for the Paramus, New Jersey property in January 2023.~~Contents

~~Sales~~is ofno assurance ~~residential~~that ~~condominium~~we ~~units~~will atsuccessfully 77complete ~~Greenwich~~any ~~decreased~~such ~~by approximately $9.8 million to $27.5 million for the year ended December 31~~acquisition, ~~2023 from $37.3 million for the year ended December 31~~contribution, ~~2022. We~~or ~~closed on 10 and 14 residential condominium units during the year ended December 31~~combination, ~~2023~~or ~~and 2022, respectively. Units~~ that weany ~~closed~~such ~~during~~transaction ~~2022~~will ~~were~~ultimately ~~generally~~be ~~lower priced, smaller units on the building’s lower floors, many of which entered into contract during the height of the pandemic~~successful.

Results of Operations

24Results of Operations for the Year Ended December 31, 2024, compared to the Year Ended December 31, 2023

~~Table~~Rental revenues in total decreased by approximately $5.1 million to $798,000 for the year ended December 31, 2024, from $5.9 million for the year ended December 31, 2023. This consisted of ~~Contents~~a decrease in rent revenues of approximately $5.0 million to $741,000 for the year ended December 31, 2024, from $5.7 million for the year ended December 31, 2023, as well as a decrease in tenant reimbursements of approximately $139,000 to $57,000 for the year ended December 31, 2024, from $196,000 for the year ended December 31, 2023. The decrease in total rental revenues and its related components was mainly due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the rental revenues.

~~Property~~Other ~~operating~~income ~~expenses~~increased ~~decreased~~ by approximately $~~231,000~~1.1 million to $41.03 million for the year ended December 31, ~~2023~~2024, from $~~4.2~~177,000 ~~million~~ for the year ended December 31, ~~2022~~2023. ~~The~~For ~~decrease was principally due to lower marketing expenses related to sales of condominiums at 77 Greenwich partially offset by increased legal expenses associated with~~ the ~~ongoing~~year ~~legal~~ended ~~claims~~December ~~against~~31, ~~the seller of the property at 237 11th~~2024, asthis ~~well~~income asrepresents ~~less~~the ~~capitalized~~management ~~operating~~fee ~~costs~~earned ~~associated~~from ~~with~~TPHGreenwich. 77For ~~Greenwich during~~ the year ended December 31, 2023 ~~compared to the year ended December 31~~, ~~2022. Property~~this ~~operating~~income ~~expenses~~was ~~consisted~~made ~~primarily~~up of ~~expenses~~a ~~incurred~~contractual ~~for~~payment ~~utilities,~~received ~~payroll~~as ~~and~~a ~~general~~result ~~operating~~of ~~expenses~~the ascancelation ~~well~~of asthe ~~repairs~~purchase and ~~maintenance~~sale ~~and~~agreement ~~leasing~~for ~~commission~~the ~~at 237 11th~~Paramus, ~~general~~New ~~operating~~Jersey ~~expenses~~property atin 77January ~~Greenwich~~2023, ~~including~~as ~~marketing~~well ~~costs,~~as ~~and to a lesser extent expenses related to~~ the ~~Paramus,~~SCA’s ~~New~~construction ~~Jersey~~supervision ~~property~~fee.

~~Real~~Sales ~~estate~~of ~~tax~~residential ~~expense~~condominium ~~increased~~units at 77 Greenwich decreased by approximately $~~658,000~~26.1 million to $21.4 million for the year ended December 31, ~~2023~~2024, from $127.75 million for the year ended December 31, ~~2022~~2023. ~~This~~ ~~increase~~We ~~was~~closed ~~mainly~~on ~~due~~one ~~increased~~and ~~real~~ten ~~estate~~residential ~~tax~~condominium ~~rates~~units atduring 77the ~~Greenwich~~year asended ~~well~~December as31, ~~less~~2024 ~~capitalized~~and ~~real~~2023, ~~estate~~respectively. ~~tax~~The ~~expenses~~decrease ~~for~~in total sales of residential condominium units at 77 Greenwich ~~for~~was due to the ~~year~~Recapitalization ~~ended~~Transactions ~~December~~mentioned ~~31,~~above ~~2023~~whereby asTPHGreenwich ~~compare~~is torecording the ~~year~~sales ~~ended~~of ~~December~~residential 31condominium units. Units that we closed on during 2023 were generally lower priced, ~~2022~~smaller units on the building’s lower floors.

General and administrative expenses increased by approximately $283,000 to $6.0 million for the year ended December 31, 2023 from $5.8 million for the year ended December 31, 2022. For the year ended December 31, 2023, approximately $365,000 related to stock-based compensation, $2.6 million related to payroll and payroll related expenses, $1.8 million related to other corporate expenses, including board fees, corporate office rent and insurance and $1.3 million related to legal, accounting and other professional fees. For the year ended December 31, 2022, approximately $463,000 related to stock-based compensation, $2.6 million related to payroll and payroll related expenses, $1.5 million related to other corporate expenses, including board fees, corporate office rent and insurance and $1.2 million related to legal, accounting and other professional fees.

~~Pension~~Property ~~related~~operating ~~costs~~expenses decreased by approximately $~~779~~3.5 million to $480,000 tofor ~~income~~the ofyear ~~$231~~ended December 31,~~000~~ 2024, from $4.0 million for the year ended December 31, 2023. ~~compared~~The decrease in property operating expenses was mainly due to ~~expense~~the ofRecapitalization ~~$548~~Transactions mentioned above,~~000~~ ~~for~~and to a lesser extent lower marketing and operating costs at 77 Greenwich due to nine fewer residential condominium units having closed. This was partially offset by no capitalized operating costs associated with 77 Greenwich during the year ended December 31, ~~2022~~2024, compared to the year ended December 31, 2023. ~~These~~Property ~~costs~~operating ~~represent~~expenses ~~professional~~consisted ~~fees~~primarily of expenses incurred for utilities, payroll, and ~~other~~general ~~periodic~~operating ~~pension~~expenses ~~costs~~as well as repairs and ~~adjustments~~maintenance ~~incurred~~and inleasing ~~connection~~commission ~~with~~at ~~the~~237 ~~legacy~~11th, ~~Syms~~general ~~Pension~~operating ~~Plan~~expenses ~~(see~~at ~~Note~~77 9Greenwich, –including ~~Pension~~marketing ~~Plan~~costs, and to ~~our~~a ~~consolidated~~lesser ~~financial~~extent ~~statements~~expenses ~~for~~related ~~further~~to ~~information)~~the Paramus, New Jersey property.

~~Cost~~Real ofestate ~~sales~~tax –expense ~~residential condominium units~~ decreased by approximately $82.0 million to $~~27.3~~363,000 ~~million~~ for the year ended December 31, ~~2023~~2024, from $~~35.~~2.4 million for the year ended December 31, ~~2022~~2023. WeThe ~~closed~~decrease onin 10real ~~and~~estate 14tax ~~residential~~expense ~~condominium~~was ~~units~~due ~~during~~to the ~~year~~Recapitalization ~~ended~~Transactions ~~December~~mentioned ~~31,~~above ~~2023~~as ~~and~~real ~~2022,~~estate ~~respectively.~~tax ~~Cost~~expenses ofare ~~sales~~recorded ~~consists~~at ofTPHGreenwich. ~~construction~~There ~~and~~were ~~capitalized~~also ~~operating~~less ~~costs~~unsold ~~that~~residential ~~are~~condominium ~~allocated~~units topaying ~~the~~real ~~respective~~estate ~~condominium~~taxes ~~units~~which ~~being~~was ~~sold,~~partially asoffset ~~well~~by ashigher ~~closing~~assessed ~~costs~~values offor the unsold residential condominium units~~. Units~~ ~~that~~and wethere ~~closed~~were ~~during~~less ~~2022~~capitalized ~~were~~real ~~generally~~estate ~~lower~~tax ~~priced,~~expenses ~~smaller~~for those units onat ~~the~~77 ~~building’s~~Greenwich ~~lower~~for ~~floors,~~the ~~many~~year ofended ~~which~~December ~~entered~~31, ~~into~~2024, ~~contract~~as ~~during~~compared to the ~~height~~year ofended ~~the~~December ~~pandemic~~31, 2023.

General and administrative expenses decreased by approximately $667,000 to $5.4 million for the year ended December 31, 2024, from $6.0 million for the year ended December 31, 2023. For the year ended December 31, 2024, approximately $140,000 related to stock-based compensation, $2.6 million related to payroll and payroll related expenses, $1.6 million related to other corporate expenses, including board fees, corporate office rent and insurance and $1.0 million related to legal, accounting and other professional fees. For the year ended December 31, 2023, approximately $365,000 related to stock-based compensation, $2.6 million related to payroll and payroll related expenses, $1.8 million related to other corporate expenses, including board fees, corporate office rent and insurance and $1.3 million related to legal, accounting and other professional fees.

Transaction related costs increased by approximately $43,000 to $206,000 for the year ended December 31, 2023 from $163,000 for the year ended December 31, 2022. These costs represent professional fees and other costs incurred in connection with the underwriting and evaluation of potential acquisitions and investments for transactions that were not consummated, as well as costs for potential leases at our retail properties that were not consummated.23

Table of Contents

~~Depreciation~~Pension ~~and~~related ~~amortization~~costs ~~decreased~~increased by approximately $~~279~~328,000 to $~~3.7 million for the year ended December 31~~97,000 ~~2023 from $4.0 million~~ for the year ended December 31, ~~2022. For the year ended December 31~~2024, ~~2023,~~compared ~~depreciation~~to ~~and~~income ~~amortization expense consisted~~ of ~~depreciation for the Paramus, New Jersey property of approximately~~ $~~835~~231,000, ~~depreciation~~ for ~~237 11th of approximately $1.7 million,~~ the ~~amortization of lease commissions and acquired in-place leases of approximately $770,000 for 237 11th, and amortization of warrants for $456,000. For the~~ year ended December 31, ~~2022,~~2023. ~~depreciation~~These ~~and~~costs ~~amortization~~represent ~~expense~~professional ~~consisted~~fees ofand ~~depreciation~~other ~~for~~periodic ~~the~~pension ~~Paramus,~~costs ~~New~~incurred ~~Jersey~~in ~~property~~connection ofwith ~~approximately~~the ~~$1.1~~legacy ~~million,~~Syms ~~depreciation~~Pension ~~for~~Plan ~~237~~(see ~~11th~~Note of9 ~~approximately~~– ~~$1.7~~Pension ~~million,~~Plan ~~the~~to ~~amortization~~our ofconsolidated ~~lease~~financial ~~commissions~~statements ~~and acquired in-place leases of approximately $770,000~~ for ~~237~~further ~~11th, and amortization of warrants of approximately $456,000~~information).

~~Equity~~Cost inof ~~net~~sales ~~loss~~– ~~from~~residential ~~unconsolidated~~condominium ~~joint~~units ~~ventures~~decreased ~~increased~~ by approximately $~~808,000~~25.8 million to $1.4~~,000~~ million for the year ended December 31, ~~2023~~2024, from ~~equity~~$27.3 inmillion ~~net~~for ~~income~~the ofyear ~~$804~~ended December 31,~~000~~ ~~for~~2023. We closed on one and ten residential condominium units during the ~~year~~years ended December 31, ~~2022~~2024 and 2023, respectively. ~~Equity~~This decrease in ~~net~~costs ~~loss~~of ~~from~~sales ~~unconsolidated~~is ~~joint~~due ~~ventures~~to ~~represented~~the ~~our~~Recapitalization ~~10%~~Transactions ~~share~~mentioned inabove ~~250~~whereby ~~North~~TPHGreenwich ~~10th,~~is ~~which~~recording ~~was~~the ~~sold~~cost inof ~~February~~sales ~~2023,~~of residential condominium units. Cost of sales consists of construction and ~~our~~capitalized ~~50%~~operating ~~share~~costs inthat ~~The~~are ~~Berkley,~~allocated ~~which~~to ~~was~~the respective condominium units being sold, inas ~~April~~well ~~2022.~~as ~~For~~closing costs of the ~~year~~residential ~~ended~~condominium ~~December~~units. ~~31,~~Units that we closed during 2023 were generally lower priced, ~~our~~smaller ~~share~~units ofon the ~~net~~building’s ~~loss~~lower is floors.

~~Table~~Depreciation and amortization decreased by approximately $2.9 million to $771,000 for the year ended December 31, 2024, from $3.7 million for the year ended December 31, 2024. The decrease in depreciation and amortization expense was mainly due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the depreciation and amortization expense. For the year ended December 31, 2024, depreciation and amortization expense consisted of ~~Contents~~depreciation for 237 11th of approximately $207,000, the amortization of lease commissions and acquired in-place leases of approximately $95,000 for 237 11th, the amortization of warrants of approximately $456,000 and depreciation for the corporate office furniture, fixtures and computer equipment of $13,000. For the year ended December 31, 2023, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $835,000, depreciation for 237 11th of approximately $1.7 million, the amortization of lease commissions and acquired in-place leases of approximately $770,000 for 237 11th, and amortization of warrants of approximately $456,000.

~~primarily~~Gain ~~comprised~~on ofcontribution ~~operating~~to ~~income~~joint ~~before~~venture ~~depreciation~~was ofapproximately $~~121,000~~21.0 ~~offset~~million ~~by depreciation and amortization of $77,000 and interest expense of $48,000~~ for ~~250 North 10th. For~~ the year ended December 31, ~~2022~~2024, ~~our~~and ~~share~~represents of the ~~net income is primarily comprised of operating income before depreciation of $1.0 million offset by depreciation and amortization of $774,000, interest expense of $430,000,~~ gain ~~from the change~~ in the ~~fair market~~ value of the ~~interest~~Company ~~rate~~relating ~~swap~~to ofthe ~~$77,000~~Recapitalization ~~and~~Transactions athat ~~gain~~closed on ~~the~~February ~~settlement~~14, ~~of the interest rate swap of $1~~2024.~~0 million upon the sale of The Berkley in April 2022.~~

Equity in net ~~gain~~loss onfrom ~~sale of~~ unconsolidated joint ~~venture~~ventures ~~property~~was ~~represents~~approximately $6.0 million for the ~~February~~year ~~2023~~ended ~~sale~~December of31, ~~our~~2024. ~~interest~~For the year ended December 31, 2024, equity in ~~the~~net loss from unconsolidated joint venture ~~that~~represented ~~owned~~the ~~250~~impact ~~North~~of ~~10th~~ our contribution to ~~our~~the TPHGreenwich joint venture ~~partner~~on ~~resulting~~February 14, 2024. For the year ended December 31, 2023, equity in net ~~proceeds~~loss offrom ~~approximately~~unconsolidated ~~$1.2~~joint ~~million~~ventures ~~after~~represented ~~repayment~~our of10% ~~our~~share ~~Partner~~in ~~Loan~~250 North 10th, ~~where~~which wewas ~~recognized~~sold anin ~~approximate~~February $32023.1 ~~million~~For ~~gain~~the year ended December 31, ~~and~~2023, inour ~~April~~share ~~2022~~of the ~~sale~~net ofloss ~~The~~is ~~Berkley~~primarily ~~property~~comprised ~~with~~of ~~our~~operating ~~joint~~income ~~venture~~before ~~partner~~depreciation ~~for~~of a$121,000 ~~sale~~offset ~~price~~by depreciation and amortization of $~~70.8 million~~77,000 ~~where~~and ~~our~~interest ~~share~~expense of ~~the~~$48,000 ~~gain~~for ~~was~~250 ~~approximately~~North $410th.~~5 million.~~

~~Unrealized~~Equity in net gain on ~~warrants~~sale ~~decreased~~of byunconsolidated ~~approximately~~joint ~~$997,000~~venture toproperty of $~~73,000~~3.1 million for the year ended December 31, 2023 ~~from~~represents ~~$1.1~~the ~~million~~February ~~for~~2023 sale of our interest in the ~~year~~joint ~~ended~~venture ~~December~~that ~~31,~~owned ~~2022.~~250 ~~This~~North ~~represents~~10th ~~the~~to ~~change~~our injoint ~~the~~venture ~~fair~~partner ~~market~~resulting ~~valuation~~in ofnet ~~the~~proceeds ~~warrants~~of ~~due~~approximately ~~mainly~~$1.2 tomillion ~~the~~after ~~change~~repayment inof our ~~stock~~Partner ~~price~~Loan, onwhere ~~the~~we ~~measurement~~recognized ~~date~~an approximate $3.1 million gain.

~~Interest~~Unrealized ~~expense,~~gain ~~net~~on ~~increased~~warrants bywas ~~approximately~~ $~~13.5~~73,000 ~~million to $29.2 million~~ for the year ended December 31, 2023 ~~from $15~~.7 ~~million~~This ~~for~~represents the ~~year~~change ~~ended~~in ~~December 31, 2022. For~~ the ~~year~~fair ~~ended~~market ~~December~~valuation ~~31, 2023, there was approximately $29.9 million~~ of ~~gross interest expense incurred, $689,000 of which was capitalized into residential condominium units for sale. For~~ the ~~year~~warrants ~~ended~~due December 31, 2022, there was approximately $20.6 million of gross interest expense incurred, $4.9 million of which was capitalized into residential condominium units for sale. The increase in gross interest expense was mainly ~~due~~ to ~~higher~~the ~~overall~~change ~~interest~~in ~~rates on~~ our ~~loans~~stock ~~after~~price ~~December~~on ~~31,~~the ~~2022~~measurement date.

Interest expense, -net ~~amortization~~decreased ofby ~~deferred finance costs increased~~ approximately $~~578,000~~25.3 million to $3.09 million for the year ended December 31, ~~2023~~2024, from $229.52 million for the year ended December 31, ~~2022~~2023. The ~~increase~~decrease ~~was~~in ~~principally~~interest expense was due to ~~less~~the ~~capitalized~~Recapitalization ~~amortization~~Transactions mentioned above whereby TPHGreenwich is recording the interest expense. For the year ended December 31, 2024, there was approximately $3.9 million of ~~finance~~gross ~~costs~~interest expense incurred and no amounts were capitalized into residential condominium units for ~~our~~sale. ~~loans~~For asthe ~~part~~year ended December 31, 2023, there was approximately $29.9 million of gross interest expense incurred, $689,000 of which was capitalized into residential condominium units for sale.

WeInterest ~~recorded~~expense a- amortization of deferred finance costs decreased by approximately $~~183,000~~2.7 ~~tax~~million ~~expense~~to $334,000 for the year ended December 31, ~~2023~~2024, ~~compared~~from to $~~288,000~~3.0 million for the year ended December 31, ~~2022.~~2023, which was principally due to the

Net loss attributable to common stockholders increased by approximately $18.3 million to $39.0 million for the year ended December 31, 2023 from $20.7 million for the year ended December 31, 2022. This is a result of the changes discussed above, principally due to the increased net interest expense, amortization of deferred finance costs and increased operating expenses at 77 Greenwich, as well as a smaller gain on the sale of our joint venture property in 2023 compared to 2022. 24

~~Liquidity~~Table ~~and~~of ~~Capital Resources~~ Contents

~~The~~Recapitalization ~~COVID-19~~Transactions ~~pandemic~~mentioned ~~and~~above ~~related~~whereby ~~matters,~~TPHGreenwich ~~including~~is ~~government~~recording ~~actions, delayed~~ the ~~completion~~amortization ~~date~~ of 77deferred ~~Greenwich,~~finance ~~resulting in our needing to fund condominium related carry~~ costs~~, inclusive of operating costs and real estate taxes, through a delayed and longer sellout period~~. In addition, shifts in residential consumer sentiment and changes to the broader and local economies, have had a significant adverse impact on our business. More recently, world events, the economic downturn, regional bank failures, an unprecedented rapid increase in interest rates, tighter lending standards and a corresponding decrease in lending, higher but moderating levels of inflation, and current financial market challenges have also materially adversely impacted our business. While we believe many of these trends will reverse or stabilize over time, the New York City economy and residential real estate markets have been negatively affected by these trends. Given our focus on New York City residential real estate, our business has been materially adversely impacted.

We recorded $218,000 in tax expense for the year ended December 31, 2024, compared to $183,000 for the year ended December 31, 2023.

~~Construction~~Net atincome 77attributable ~~Greenwich has taken longer than projected due~~ to ~~the~~common ~~impact~~stockholders ofincreased ~~the~~by ~~pandemic~~approximately $44.6 ~~Sales~~million ~~of residential condominiums at 77 Greenwich have been impeded due~~ to ~~broader~~$5.6 ~~economic~~million ~~conditions~~for ~~and outlook, including significantly higher interest rates and~~ the ~~ability~~year toended ~~obtain~~December ~~financing~~31, ~~due to tighter lending standards. Ten residential condominium units were sold during 2023~~2024, ~~for~~from a ~~total~~net ofloss ~~38 units as~~ of ~~December~~$39.0 ~~31,~~million ~~2023,~~for ~~and~~the ~~one~~year ~~additional~~ended ~~unit since~~ December 31, 2023. ~~The~~This ~~units~~is ~~that~~a ~~remain~~result ~~available~~of tothe bechanges ~~sold~~discussed ~~are larger~~above, ~~higher~~principally ~~floor~~due ~~units. The~~to ~~substantial~~the ~~majority~~gain ofon ~~the~~disposition ~~construction~~recognized isfrom ~~completed~~the ~~with~~Recapitalization ~~exterior~~Transactions ~~punch-list~~mentioned ~~work~~above and ~~the~~interest ~~12th~~expense, ~~floor~~partially ~~terrace~~offset ~~expected~~by toequity bein ~~completed~~net ~~within~~loss ~~the~~from unconsolidated joint ventures.

26Liquidity and Capital Resources

~~Table~~As of ~~Contents~~December 31, 2024, we had total cash and restricted cash of $403,000, of which approximately $277,000 was cash and cash equivalents and approximately $126,000 was restricted cash.

next few months. Following the failure of Silicon Valley Bank in March 2023 and subsequent additional bank failures and related stresses, the pace of signing and closing contracts on residential condominium units has slowed markedly, with seven contracts being closed since that time period. Although we anticipate the pace will normalize to historical trends, predictions are inherently uncertain and there can be no assurances that it will do so in the near term or at all.

AsUnder ofthe ~~December~~Recapitalization 31Transactions, ~~2023,~~the wereal ~~had~~estate ~~total~~assets ~~cash~~ and ~~restricted~~related ~~cash~~liabilities ofas ~~$8.3~~well ~~million,~~as ofthe ~~which~~Corporate ~~approximately~~Credit ~~$264~~Facility became part of TPHGreenwich,~~000~~ ~~was~~with ~~cash~~the ~~and~~Company ~~cash~~retaining ~~equivalents~~the consumer intellectual property assets and ~~approximately~~a ~~$8.1~~95% ~~million~~equity ~~was~~interest ~~restricted~~in ~~cash~~TPHGreenwich.

~~Material~~ Cash ~~Requirements~~Position

The Company’s material cash requirements include the following contractual and debt obligations outstanding as of December 31, 2023, which reflect the maturity dates of the loans and Corporate Credit Facility pursuant to the Recapitalization Transactions, and, other than the Operating Lease and the guaranty under the Secured Line of Credit, became obligations of TPHGreenwich subsequent to the closing of the Recapitalization Transactions (dollars in thousands):


	Payments Due by Period

Contractual Obligations	Total		2024		2025		2026		2027
Operating lease (1)	$	586	$	470	$	116	$	—	$	—
Loans payable (2)		194,629		60,000		134,629		—		—
Corporate credit facility (3)		41,125		—		—		41,125		—
Secured line of credit (4)		11,750		11,750		—		—		—
Interest payable on loans payable, corporate credit facility and secured line of credit (5)		21,740		168		11,212		10,360		—

Total contractual obligations	$	269,830	$	72,388	$	145,957	$	51,485	$	—

As part of the Recapitalization Transactions, the CCF, 77G Mortgage Loan and 77G Mezzanine Loan were amended and extended, and were transferred to TPHGreenwich. As of March 24, 2025, our cash and cash equivalents totaled approximately $497,000. We have a limited amount of unrestricted cash and liquidity available for working capital and our cash needs are variable under different circumstances. In connection with the Steel Partners Transaction, 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 and Steel Purchaser, pursuant to which the Company may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Company. As of March 24, 2025, $1.0 million was outstanding under the Steel Promissory Note.

~~(1)~~Cash This represents the remaining operating lease payments for our corporate office in New York, New York. See Note 10 - Commitments to our consolidated financial statements for further discussion regarding this lease obligation.Flows

~~(2)~~Cash ~~See~~Flows ~~Note 11 - Loans Payable and Secured Line of Credit to our consolidated financial statements~~ for ~~further discussion regarding~~ the ~~77G~~Year ~~Mortgage~~Ended ~~Loan~~December ~~and the 77G Mezzanine Loan~~31, ~~both relating to 77 Greenwich~~2024, ~~and~~Compared ~~the 237 11th Loans relating~~ to ~~237 11th. These loans are subject to extensions, under certain circumstances, including purchase of interest rate caps. In connection with~~ the ~~Recapitalization~~Year ~~Transactions,~~Ended ~~effective~~December ~~February 14~~31, ~~2024, these obligations were transferred to TPHGreenwich and the Company is no longer a guarantor under the 77G Mortgage Loan and 77G Mezzanine Loan.~~2023

~~(3)~~Net ~~See~~cash ~~Note~~used 11in -operating ~~Loans~~activities ~~Payable~~increased ~~and~~by ~~Secured~~approximately ~~Line~~$2.4 ofmillion ~~Credit~~ to ~~our~~$7.9 ~~consolidated~~million ~~financial statements~~ for ~~further discussion regarding~~ the ~~Corporate~~year ~~Credit~~ended ~~Facility.~~December ~~This~~31, ~~loan~~2024, iscompared ~~subject~~ to ~~extension,~~$5.5 ~~under~~million ~~certain~~for ~~circumstances.~~the ~~The~~year ~~total~~ended ~~excludes~~December ~~$334~~31,~~000~~ of2023. ~~net~~This ~~deferred~~increase ~~finance~~was ~~costs.~~mainly Indue ~~connection~~to ~~with~~ the Recapitalization Transactions, ~~effective~~that occurred on February 14, 2024, ~~these~~whereby ~~obligations~~Trinity ~~were~~ transferred toassets ~~TPHGreenwich~~ and ~~the~~liabilities, ~~Company~~including isrestricted nocash, ~~longer~~to ~~a borrower or guarantor under~~ the ~~Corporate Credit Facility~~TPHGreenwich.

~~(4)~~Net ~~See~~cash ~~Note~~used 11in -investing ~~Loans~~activities ~~Payable~~increased ~~and~~by ~~Secured~~approximately ~~Line~~$14.0 ofmillion ~~Credit~~to $6.9 million for the year ended December 31, 2024, compared to ~~our~~net ~~consolidated~~cash ~~financial~~provided ~~statements~~by ~~for~~investing ~~further~~activities ~~discussion~~of ~~regarding~~$7.1 million for the ~~secured~~year ~~line~~ended ofDecember ~~credit~~31, 2023. InThe ~~connection~~cash ~~with~~used in investing activities was due to the Recapitalization Transactions, ~~effective~~that occurred on February 14, 2024, ~~this~~whereby ~~obligation~~Trinity ~~was~~ transferred cash to TPHGreenwich. The cash provided by investing activities for the year ended December 31, ~~except~~2023, ~~that~~was due to $7.2 million in sale proceeds from the ~~Company~~sale isof ~~still~~our 10% interest in the ~~guarantor~~250 North 10th joint venture property in February 2023.

~~(5)~~Net ~~This~~cash ~~represents~~provided by financing activities increased by approximately $22.2 million to $6.9 million for the ~~interest~~year ~~payable~~ended asDecember 31, 2024, compared to net cash used in financing activities of $15.3 million for the year ended December 31, 2023. ~~for~~The increase in net cash provided by financing activities primarily relates to the proceeds from loans ~~payable~~and corporate credit facility of approximately $2.5 million as well as the approximate $4.4 million, net of expenses, from the ~~Corporate~~sale ~~Credit~~of ~~Facility~~common stock related to the Recapitalization Transactions during the year ended December 31, 2024, as compared to the approximate $22.5 million in repayments of loans, corporate credit facility and ~~our~~notes payable for the year ending December 31, 2023, partially offset by $7.4 million in borrowings from the loans, corporate credit facility and secured line of credit for the year ending December 31, 2023.

27Table of Contents

~~Table~~Net ofOperating ~~Contents~~Losses

~~Capital~~We ~~Expenditures~~believe that our U.S. federal NOLs as of the emergence date of the Syms bankruptcy were approximately $162.8 million. As of December 31, 2024, we believe that our U.S. federal NOLs and state NOLs were approximately $329.0 million and $291.3 million, respectively, and our New York State and New York City prior NOL conversion subtraction pools were approximately $27.9 million and $22.9 million, respectively. Since 2009 through December 31, 2024, we have utilized approximately $20.1 million of the federal NOLs.

WeBased ~~estimate~~on ~~that~~management’s ~~for~~assessment, ~~the~~it ~~year~~is ~~ending~~more ~~December~~likely ~~31,~~than ~~2024,~~not wethat ~~will~~the ~~not~~entire ~~require~~deferred ~~any~~tax ~~funds~~assets ~~for~~will ~~capital~~not ~~expenditures~~be ~~and~~realized ~~development~~by future taxable income or ~~redevelopment~~tax ~~expenditures~~planning ~~(including~~strategies. ~~tenant~~Accordingly, ~~improvements~~a ~~and~~valuation ~~leasing~~allowance ~~commissions)~~of on$90.2 ~~existing~~million ~~properties,~~was ~~other~~recorded ~~than~~as ~~for~~of 77December ~~Greenwich~~31, ~~which~~2024. ~~will~~If beour ~~funded~~assumptions ~~under~~change ~~the~~and ~~77G~~we ~~Mortgage~~determine ~~Loan.~~that Wewe ~~currently~~will ~~anticipate~~be ~~that~~able ~~the~~to ~~proceeds~~realize ~~available~~these ~~under~~NOLs, the ~~77G~~tax ~~Mortgage~~benefits ~~Loan,~~relating ~~together~~to ~~with~~any ~~equity~~reversal ~~funded~~of bythe usvaluation toallowance ~~date,~~on ~~will~~deferred betax ~~sufficient~~assets towould ~~close~~be ~~out~~recognized ~~the~~as ~~construction~~a ~~project~~reduction atof 77income ~~Greenwich~~tax ~~without~~expense ~~TPHGreenwich~~and oran usincrease ~~making~~in ~~any~~the ~~further~~deferred ~~cash~~tax ~~contributions~~asset.

~~Cash~~We ~~Position~~believe that certain of the transactions that occurred in connection with our emergence from bankruptcy in September 2012, including the rights offering and the redemption of the Syms shares owned by the former majority shareholder of Syms in accordance with the Plan, resulted in an “ownership change,” as that term is used in Section 382 of the Code. However, while the analysis is complex and subject to subjective determinations and uncertainties, we believe that we should qualify for treatment under Section 382(l)(5) of the Code. As a result, we believe that our NOLs are not subject to an annual limitation under Section 382. However, if we were to undergo a subsequent ownership change in the future, our ability to utilize our NOLs could be subject to limitation under Section 382. In addition, the TCJA limited the deductibility of NOLs arising in tax years beginning after December 31, 2017 to 80 percent of taxable income (computed without regard to the net operating loss deduction) for the taxable year.

InEven ~~connection~~if ~~with~~all ~~the closing~~ of ~~the~~our ~~Recapitalization~~regular ~~Transactions,~~U.S. ~~the~~federal ~~Company~~income ~~believes~~tax ~~that~~liability itfor ~~will~~a ~~have~~given ~~sufficient~~year ~~cash~~is ~~and~~reduced ~~cash equivalents~~ to ~~fund~~zero ~~the~~by ~~Company’s~~virtue ~~operations for the next 12 months. As part~~ of ~~the~~utilizing ~~Recapitalization~~our ~~Transactions~~NOLs, ~~the~~we ~~CCF,~~may ~~77G~~still ~~Mortgage~~be ~~Loan~~subject ~~and 77G Mezzanine Loan were amended and extended, and were transferred~~ to ~~TPHGreenwich. As of March 28~~state, ~~2024,~~local ~~our~~or ~~cash~~other ~~and~~non-federal ~~cash~~income ~~equivalents totaled approximately $3~~taxes.~~9 million.~~

Our certificate of incorporation includes a provision intended to help preserve certain tax benefits primarily associated with our NOLs. This provision generally prohibits transfers of stock that would result in a person or group of persons becoming a 4.75% stockholder, or that would result in an increase or decrease in stock ownership by a person or group of persons that is an existing 4.75% stockholder.

~~Credit~~Critical ~~Facility~~Accounting Policies and ~~Loans Payable~~Estimates

~~Corporate~~Management’s ~~Credit~~discussion ~~Facility~~and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our consolidated financial statements. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in Note 2 – Summary of Significant Accounting Policies in our consolidated financial statements. Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements included in this report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report and require the application of significant judgment by management and, as a result, are subject to a degree of uncertainty.

InCritical ~~December~~Accounting 2019, we entered into our Corporate Credit Facility, or CCF, with the Company Investor, an affiliate of a global institutional investment management firm as initial lender (the “CCF Lender”) and Trimont Real Estate Advisors, LLC, as administrative agent (the “Corporate Facility Administrative Agent”), pursuant to which the CCF Lender agreed to extend us credit in multiple draws aggregating $70.0 million. Prior to the Recapitalization Transactions, the CCF was scheduled to mature on December 19, 2024, subject to extensions until December 19, 2025 and June 19, 2026, respectively, under certain circumstances. The CCF provided for the proceeds of the Corporate Credit Facility to be used for investments in certain multi-family apartment buildings in the greater New York City area and certain non-residential real estate investments approved by the CCF Lender in its reasonable discretion, as well as in connection with certain property recapitalizations and in specified amounts for general corporate purposes and working capital. Prior to the Recapitalization Transactions, the CCF bore interest at an aggregate rate per annum equal to (i) a PIK interest rate of 5.25% and (ii) a scheduled cash pay interest rate based on six-month periods from the initial closing date, which initially equaled 4.0% and increased by 125 basis points in each succeeding six-month period following the six-month anniversary of the initial closing date, subject to increase during the extension periods. A commitment fee in the amount of $2.45 million was payable 50% on the initial draw and 50% as amounts under the CCF are drawn, with any remaining balance due on the last date of the draw period, and a 1.0% exit fee is payable in respect of CCF repayments. As of December 31, 2023, we had paid $1.85 million of the commitment fee. With the reduction of the committed amount under the CCF as described below, no further commitment fee is due. The CCF may be prepaid at any time subject to a prepayment premium on the portion of the CCF being repaid. Estimates

Ina. ~~connection~~Income ~~with~~Taxes ~~the~~- ~~December~~We ~~2020~~account ~~transaction~~for ~~noted~~income taxes under ~~“77G Mezzanine Loan” below,~~ the ~~Company~~asset ~~entered into an amendment to the Corporate Credit Facility (the “2020 CCF Amendment”) pursuant to which, among other things, (i) the CCF Lender~~ and ~~the~~liability ~~Corporate~~method ~~Facility Administrative Agent permitted the Company to enter into the 77G Mezzanine Loan Agreement (~~as ~~defined~~required ~~below) and related documents, (ii) the commitment made~~ by the ~~CCF~~provisions ~~Lender under the Corporate Credit Facility was reduced by the amount~~ of ~~the~~Accounting ~~77G~~Standards ~~Mezzanine~~Codification ~~Loan~~ (~~as defined below~~“ASC”) ~~from $70.0 million to $62.5 million~~740, ~~subject~~“Income ~~to increase by $25~~Taxes.0” ~~million~~Under ~~upon~~this ~~satisfaction~~method, ofdeferred ~~certain~~tax ~~conditions~~assets and ~~the~~liabilities ~~consent~~are ofdetermined ~~the~~based ~~CCF Lender, and (iii) the multiple~~ on ~~invested~~differences ~~capital,~~between orfinancial ~~MOIC,~~reporting ~~amount~~and ~~that~~tax ~~would~~bases beof ~~due~~assets and ~~payable~~liabilities byand ~~the~~are ~~Company~~measured ~~upon~~using the ~~final~~enacted ~~repayment~~tax ofrates ~~the~~and ~~loan~~laws ~~pursuant~~that towill ~~the~~be ~~CCF~~in ifeffect nowhen ~~event of default exists and is continuing under~~ the ~~CCF~~differences atare ~~any~~expected ~~time prior~~ to ~~December~~reverse. ~~22,~~We ~~2022,~~provide ~~was~~a ~~amended~~valuation toallowance ~~combine~~for ~~the~~deferred ~~CCF~~tax ~~and~~assets ~~the 77G Mezzanine Loan~~ for ~~purposes~~which ofwe ~~calculating~~do ~~the MOIC, to the extent~~ not ~~previously~~consider ~~paid,~~realization ~~if any. See Note 11 – Loans Payable and Secured Line~~ of ~~Credit~~such assets to ~~our~~be ~~consolidated~~more ~~financial~~likely ~~statements~~than ~~for further discussion~~not.

In connection with the closing of the 77G Mortgage Loan and amendment to the 77G Mezzanine Loan described below, we entered into amendments to our CCF in October 2021 and November 2021, pursuant to which, among other things, the parties agreed that (a) no additional funds would be drawn under the CCF, (b) the minimum liquidity requirement was made consistent with the 77G Mortgage Loan Agreement until May 1, 2023, (c) the Company would repay the outstanding 26

28Table of Contents

~~Table~~ASC 740-10-65 addresses the determination of ~~Contents~~whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and increased other disclosures. As of both December 31, 2024 and 2023, we had determined that no liabilities are required in connection with unrecognized tax positions. As of December 31, 2024, our tax returns for the years ended December 31, 2019, through December 31, 2023, are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2018 or 2019, through December 31, 2023, depending on the jurisdiction. Significant management estimates and judgments are involved to determine the provision for income taxes, deferred tax assets and liabilities and valuation allowances. Actual income taxes could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, forecasted financial conditions and results of operations in future periods, as well as results of audits and examinations of filed tax returns by taxing authorities.

~~principal~~We ~~balance~~are ofsubject ~~the CCF in an amount no less than $7.0 million on or prior~~ to ~~May~~certain 1federal, ~~2023~~state and ~~(d)~~local ~~the~~income ~~MOIC provisions were revised to provide that (i) the MOIC amount due upon final repayment of the CCF was amended to be consistent with the 77G Mezzanine Loan such that if no event of default exists~~ and isfranchise continuing under the CCF at any time prior to June 22, 2023, the amount due will be combined with the 77G Mezzanine Loan, to the extent not previously paid, if any, and (ii) the amount of the CCF used to calculate the MOIC was reduced to $35taxes.~~75 million. In November 2022, we entered into an amendment which eliminated the minimum liquidity requirement.~~

b. Investments in Unconsolidated Joint Ventures - We accounted for our investments in unconsolidated joint ventures, namely, The Berkley, which was sold in April 2022, 250 North 10th, which was sold in February 2023, and TPHGreenwich under the equity method of accounting (see Note 14 - Investments in Unconsolidated Joint Ventures for further information).

InThe ~~April~~Company ~~2023,~~uses the ~~Company~~equity ~~entered~~method ~~into~~of aaccounting ~~sixth~~to ~~amendment~~record toits ~~the~~equity ~~CCF,~~investments ~~pursuant~~in toentities in which, ~~among~~it ~~other~~has ~~things,~~significant ~~the~~influence ~~cash~~but does not hold a controlling financial interest, ~~payments~~including ~~and~~equity investments in VIEs in which the ~~$7.0~~Company is ~~million~~not the ~~prepayment~~primary ~~due~~beneficiary. ~~May~~Under 1the equity method, ~~2023~~an ~~were~~investment ~~deferred~~is ~~until~~reflected ~~August 31,~~on ~~2023,~~the ~~subject~~statement toof ~~extension~~financial incondition ~~certain~~of ~~circumstances~~an investor as a single amount, and ~~which~~an ~~also~~investor’s ~~provided~~share ~~that~~of earnings or losses from its investment is reflected in the ~~Company~~statement ~~would~~of ~~enter~~operations ~~into~~as a ~~strategic~~single ~~transaction~~amount. ~~that~~The ~~results~~investment inis initially measured at cost and subsequently adjusted for the ~~repayment~~investor’s share of the ~~CCF~~earnings or ~~prepay~~losses of the ~~CCF~~investee byand ~~$5 million~~distributions received from ~~equity~~the ~~proceeds~~investee. byThe ~~such~~investor ~~date.~~recognizes ~~Under~~its ~~the~~share ~~amendment,~~of the ~~CCF~~earnings ~~Lender~~or ~~was~~losses ~~also~~of ~~granted~~the investee in the ~~right~~periods toin ~~appoint~~which anthey ~~independent~~are ~~director~~reported toby the ~~Company’s~~investee ~~board~~in ofits ~~directors,~~financial statements rather than in ~~addition~~the toperiod ~~its~~in ~~existing~~which ~~right~~an toinvestee ~~appoint~~declares a ~~director~~distribution. Intra-entity profits and losses on assets still remaining with an investor or ~~Board~~investee ~~observer~~are eliminated.

The Company recognizes its share of earnings or losses from certain equity method investments based on the hypothetical-liquidation-at-book value (“HLBV”) method. Under this method, earnings or losses are recognized based on how an entity would allocate and distribute its cash if it were to sell all of its assets and settle its liabilities for their carrying amounts and liquidate at the reporting date. This method is used to calculate the Company’s share of earnings or losses from equity method investments when the contractual cash disbursements to the investors are different than the investors’ stated ownership percentage. This method of accounting is used for our investment in TPHGreenwich given the non-pro rata distribution provision in the JV Operating Agreement in favor of Investor, and there is no obligation to fund losses or operations of the joint venture. Under the HLBV method we do not record our proportionate share of TPHGreenwich losses and we will not recognize losses from the joint venture in excess of our investment basis. As of December 31, 2024, our investment in TPHGreenwich has been reduced to $0, and our unrecorded share of suspended losses was approximately $27.6 million.

In June 2023, the Company entered into a seventh amendment to the CCF, which provided, among other things, that (i) the CCF be increased by up to $5,000,000, with $3,000,000 to be used for general corporate purposes and certain other items if applicable, and up to $2,000,000 to be used in connection with the extension of the loans in respect of the 237 11th property, including the purchase of an interest rate cap, (ii) certain covenants and other terms of the CCF were revised, including that on or before June 30, 2023, the Company would meet with the CCF Lender to review the results of the Company’s strategic process, endeavor in good faith to establish mutually acceptable next steps, and provide copies of written term sheets received from participants in the strategic process, including at least one that addresses repayment or purchase of the loan; and the removal of the ability of the Company to incur certain types of previously permitted debt and make previously permitted investments and other restricted payments

The Company reviews its investments on an ongoing basis for indicators of other-than-temporary impairment. This determination requires significant judgment in which the Company evaluates, among other factors, the fair market value of its investments, general market conditions, the duration and extent to which the fair value of an investment is less than cost, and the Company’s intent and ability to hold an investment until it recovers. The Company also considers specific adverse conditions related to the financial health and business outlook of the investee, including industry and market performance, rating agency actions, and expected future operating and financing cash flows. If a decline in the fair value of an investment is determined to be other-than-temporary, an impairment loss is recorded to reduce the investment to its fair value, and a new cost basis in the investment is established.

In August 2023, the Company entered into a forbearance agreement, pursuant to which the CCF Lender agreed to forbear from exercising its rights and remedies during the forbearance period with respect to certain specified defaults for the related forbearance period ending on December 31, 2023, which was subsequently extended to January 31, 2024.27

Table of Contents

In December 2023, the Company entered into an eighth amendment to the CCF, which provided, among other things, for the provision of incremental term loan advances under the CCF in the amount of $750,000, with the first $375,000 being provided upon execution of the amendment and the second $375,000 to be provided upon and subject to Board approval of definitive agreements in respect of certain proposed transactions with the Company Investor and/or its affiliates, on the terms set forth in the non-binding term sheet and the filing of preliminary materials with the SEC for the solicitation of the vote or consent of the Company’s stockholders, if required. The amendment also amended the Company’s CCF forbearance agreement with respect to certain additional defaults in respect of which the lender was forbearing. The terms of the CCF forbearance agreement were otherwise unchanged.

Under the equity method, investments in real estate ventures are recorded initially at the fair value of the assets contributed and subsequently adjusted for equity in earnings, contributions, distributions, and impairments. The Company generally allocates income and losses from the unconsolidated real estate ventures based on the venture's distribution priorities, which may be different from its stated ownership percentage.

As of December 31, 2023, the CCF was fully drawn and had an outstanding balance of $41.1 million at December 31, 2023, excluding deferred finance fees of $334,000. Accrued interest, which is included in accounts payable and accrued expenses, totaled approximately $10.4 million at December 31, 2023.

In connection with the Recapitalization Transaction, as defined in Item 1. Business, Recapitalization Transactions, all real estate assets and related liabilities contributed to TPHGreenwich were transferred at fair value. This resulted in a gain on contribution to joint venture of approximately $21.0 million and was recorded during the year ended December 31, 2024.

In connection with the Recapitalization Transactions, the Company entered into a Borrower Assignment and Assumption Agreement (the “Borrower Assignment and Assumption Agreement”), pursuant to which the Company assigned all of its rights, interests, duties, obligations and liabilities in, to and under the CCF, and each other document and instrument related to the CCF, to TPHGreenwich.

Accounting Standards Updates

InSee ~~addition,~~Note ~~TPHGreenwich~~2 ~~entered~~- ~~into~~Summary ~~an amended and restated credit agreement, among TPHGreenwich, as borrower, certain subsidiaries~~ of ~~TPHGreenwich~~Significant ~~party~~Accounting ~~thereto,~~Policies ~~as guarantors, the Company Investor, as lender and Mount Street US (Georgia) LLP (“Mount Street”), as administrative agent (the “Amended CCF”), pursuant~~ to ~~which~~our ~~the~~consolidated ~~CCF~~financial was amended and restated in its entirety in order to, among other things, (i) release certain subsidiaries of the Company that were guarantors under the CCF from their guarantee obligations thereunder, (ii) extend the maturity date to June 30, 2026, and (iii) cause TPHGreenwich to incur an advance of $272,609statements. The Amended CCF bears interest at a rate per annum equal to (i) an all PIK interest rate equal to 10.325% per annum, or (ii) at TPHGreenwich’s election, a cash pay interest rate of 4.875% per annum and a PIK interest rate of 5.45% per annum. In connection with the Borrower Assignment and

29Cautionary Note Regarding Forward-Looking Statements

~~Table~~This Annual Report on Form 10-K, including information included or incorporated by reference in this Annual Report on or any supplement to this Annual Report, may include forward-looking statements within the meaning of ~~Contents~~Section 27A of the Securities Act and the Exchange Act, and information relating to us that are based on the beliefs of management as well as assumptions made by and information currently available to management. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “may,” “will,” “expects,” “believes,” “plans,” “estimates,” “potential,” or “continues,” or the negative thereof or other and similar expressions. In addition, in some cases, you can identify forward-looking statements by words or phrases such as “trend,” “potential,” “opportunity,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including among others:

~~Assumption~~● ~~Agreement,~~After the ~~Company~~Steel ~~also~~Transaction, ~~entered~~we ~~into~~have alimited ~~Holdco~~cash ~~Pledge Agreement~~resources, ~~pursuant~~our toonly ~~which~~source of funds is the ~~Company~~Steel ~~agreed~~Promissory toNote, ~~pledge~~and ~~all~~are ofreliant ~~its~~on ~~membership~~external ~~interests~~sources inof ~~TPHGreenwich~~capital to ~~Mount~~fund ~~Street.~~ongoing operations;

● we have not generated an operating profit and consequently our business plan is difficult to evaluate and our long-term viability cannot be assured;

~~Warrants~~● risks associated with the Company failing to realize the benefits of our recently completed strategic transaction;

In● ~~December 2019,~~ we ~~entered~~are ~~into~~subject ato ~~Warrant~~risks ~~Agreement~~associated ~~(the “Warrant Agreement”)~~ with ~~the~~TPHGreenwich, ~~CCF~~including ~~Lender~~that ~~(the “Warrant Holder”) pursuant to which~~ we ~~issued~~may ~~ten-year~~not ~~warrants~~receive ~~(the~~any ~~“Warrants”)~~distributions to the Warrant Holder to purchase up to 7,179,000 shares of our common stock. In December 2020, the Company entered into an amendment to the Warrant Agreement, pursuant to which the exercise price of the warrants was amended from $6.50 per share to $4.50 per share. In connection with the Company’s private placement in October 2021, the exercise price of the warrants was further reduced to $4.31 per share. In connection with the June 2023 amendment to the CCF, the parties entered into an amendment to the Warrant Agreement, pursuant to which the number of shares of common stock purchasable under the Warrants was reduced by 750,000 shares, and the Company issued 750,000 shares of common stock to the CCF Lender. TPHGreenwich;

~~The~~● ~~Warrant~~TPHGreenwich’s ~~Agreement~~revenues ~~was~~and ~~terminated~~the asvalue ~~part~~of its portfolio are affected by a number of ~~the~~factors ~~Recapitalization~~that ~~Transactions.~~affect investments in leased commercial and residential real estate generally;

~~77G~~● ~~Mortgage~~the ~~Loan~~loss of key personnel upon whom we depend to operate our business would adversely affect our business;

In● ~~October~~our ~~2021,~~ability TPHGreenwich Owner LLC, the subsidiary that owns 77 Greenwich (the “77G Mortgage Borrower”), entered into a loan agreement with Macquarie PF Inc., a part of Macquarie Capital, the advisory, capital markets and principal investment arm of Macquarie Group, as lender and administrative agent (the “77G Mortgage Lender”), pursuant to ~~which~~utilize ~~77G~~our ~~Mortgage~~NOLs ~~Lender agreed~~ to ~~extend~~reduce ~~credit~~future totax ~~77G~~payments ~~Mortgage~~may ~~Borrower~~be inlimited ~~the~~as amount of up to $166.7 million (the “77G Mortgage Loan”), subject to the satisfaction of certain conditions (the “77G Mortgage Loan Agreement”). On the closing date of the 77G Mortgage Loan, the 77G Mortgage Borrower borrowed $133.1 million and a ~~portion~~result of ~~the~~future proceeds of the 77G Mortgage Loan was used to repay the 77 Greenwich construction facility that the Company entered into in December 2017. At the time of the closing of the 77G Mortgage Loan in October 2021, $33.6 million was available to be used to, among other things, complete construction of 77 Greenwich and fund carry costs while the residential condominium units are being sold. As of December 31, 2023, $30.6 million of such amount had been drawn and the $3.0 million additional amount remained undrawn. The 77G Mortgage Loan had a two-year term and originally matured on October 1, 2023. The 77G Mortgage Loan is secured by the 77G Mortgage Borrower’s fee interest in 77 Greenwich. transactions;

● TPHGreenwich and its subsidiaries are subject to leverage and face risks generally associated with such debt, including an increased risk of default on such entities’ obligations and an increase in debt service requirements that could adversely affect our financial condition and results of operations;

In● ~~May~~covenants ~~2023,~~in the loan ~~benchmark~~agreements ~~was~~could ~~converted~~limit ~~from~~TPHGreenwich’s ~~LIBOR~~flexibility ~~to SOFR. The all-in interest rate was 14.34% at December 31, 2023. The 77G Mortgage Loan bore interest at a rate per annum equal to the greater of (i) 9.00% in excess of SOFR~~ and ~~(ii)~~adversely ~~9.25%. If~~affect ~~cash~~our ~~flow~~financial from 77 Greenwich (including proceeds from the sales of residential units) is insufficient to pay interest payments when due, any accrued but unpaid interest will remain unpaid and interest will continue to accrue on such unpaid amounts (“PIK Interest”) until the cumulative PIK Interest and Additional Unused Fee accrues to $4.5 million (the “Threshold Amount”), after which all such amounts in excess of the Threshold Amount shall be paid in cash on a monthly basis until such amounts are less than the Threshold Amount. condition;

AsTable ~~advances~~ of the 77G Mortgage Loan are made to 77G Mortgage Borrower and the outstanding principal balance of the 77G Mortgage Loan increases, net proceeds from the sales of condominium units will be paid to 77G Mortgage Lender to reduce the outstanding balance of the 77G Mortgage Loan. A 1% per annum fee (the “Additional Unused Fee”) on a $3.0 million portion (the “Additional Amount”) of the 77G Mortgage Loan, is payable on a monthly basis on the undrawn portion of such Additional Amount. As the 77G Mortgage Loan was not fully funded by October 22, 2022 (April 22, 2023 in the case of amounts with respect to construction work related to the new handicapped accessible subway entrance on Trinity Place), 77G Mortgage Lender elected to force fund the 77G Mortgage Loan at that time. Contents

● the Legacy Investor is the lender under the CCF, and an affiliate of the Legacy Investor and JV Investor is the lender under the 77G Mezzanine Loan, which could create a conflict of interest;

~~The~~● ~~77G~~adverse ~~Mortgage~~trends Loan is prepayable without penalty, subject to 77G Mortgage Lender receiving a minimum total return of $15.26 million, or if an advance has been made of the Additional Amount, the sum of $15.26 million, plus 10% of the Additional Amount that has been disbursed, in ~~each case, inclusive of interest and fees, and must be prepaid in part in certain circumstances such as in~~ the ~~event~~New ofYork ~~the~~City ~~sale of~~ residential ~~and retail~~ condominium ~~units.~~ market;

● general economic and business conditions, including with respect to real estate, and their effect on the New York City residential real estate market in particular;

~~The~~● ~~77G~~TPHGreenwich’s ~~Mortgage~~ability ~~Borrower was required~~ to ~~achieve~~enter ~~completion~~into ofnew ~~the~~leases ~~construction work~~ and ~~the~~renew ~~improvements~~existing ~~for~~leases ~~the~~with ~~project~~tenants onat ~~or before July 1, 2022, subject to certain exceptions. In November 2022,~~ the ~~77G~~commercial ~~Mortgage Loan was amended to, among other things, extend the final completion date to September 29, 2023~~ and ~~eliminate~~residential ~~the liquidity requirement.~~ properties;

30● risks associated with the effect that rent stabilization regulations may have on TPHGreenwich’s ability to raise and collect rents;

~~Table~~● TPHGreenwich’s ability to maintain certain state tax benefits with respect to certain of ~~Contents~~the properties;

At● ~~that~~TPHGreenwich’s ~~time,~~ability ~~the~~to ~~77G~~obtain ~~Mortgage~~required ~~Borrower~~permits, ~~drew~~site ~~down~~plan ~~$3.0~~approvals ~~million~~and/or ~~under~~other ~~the~~governmental ~~letter~~approvals ofin ~~credit~~connection towith ~~fund~~the andevelopment ~~interest~~or ~~reserve~~redevelopment ~~and~~of ~~$1.0 million to pay down~~ the ~~PIK balance.~~ properties;

● costs associated with complying with environmental laws and environmental contamination, as well as the Americans with Disabilities Act or other safety regulations and requirements;

In● ~~September 2023,~~ the ~~Company~~effects ~~and the 77G Mortgage Borrower entered into a forbearance agreement for the purpose~~ of ~~providing~~new ~~additional~~tax time for the Company to pursue a potential strategic transaction, pursuant to which the 77G Mortgage Lender agreed to forbear from exercising its rights and remedies, until November 15, 2023 or the occurrence of other events specified therein, with respect to any failure by the 77G Mortgage Borrower, to (i) make payments under the 77G Mortgage Loan Agreement, including, without limitation, interest payments due on September 1, 2023 and principal and interest payments due at maturity and (ii) achieve any Milestone Construction Hurdles or to satisfy the Quarterly Sales Hurdle (each as defined in the 77G Mortgage Loan Agreement) or make the related prepayment as and when required. On November 15, 2023, the forbearance period under the 77G Mortgage Loan forbearance agreement terminated in accordance with the terms of the agreement.laws;

On● ~~November 28,~~risks ~~2023,~~associated ~~the~~with ~~Company,~~current ~~the~~political ~~77G Mortgage Borrower~~ and ~~the~~economic ~~77G Mortgage Lender entered into an agreement pursuant to which~~uncertainty, ~~among other things, the 77G Mortgage Lender agreed to reinstate the forbearance period effective as of November 15, 2023~~ and ~~extend~~developments ~~the~~related ~~forbearance period~~ to ~~December 20, 2023, as was later further extended through~~ the ~~closing~~outbreak of ~~the~~contagious ~~Recapitalization Transactions.~~ diseases;

In● ~~connection~~risks ~~with~~associated ~~the 77G Mortgage Loan Agreement, we entered into guarantees~~ with ~~the~~breaches ~~77G Mortgage Lender pursuant to which we guaranteed the completion and payment~~ of ~~costs~~information ~~and~~technology ~~expenses related to the construction~~systems; the payment of accrued and unpaid interest and other fees, costs, expenses and payments due and payable with respect to the 77G Mortgage Loan or 77 Greenwich; and the payment when due of all amounts due to 77G Mortgage Lender, as a result of “bad-boy” provisions. The 77G Mortgage Borrower and the Company also entered into an environmental compliance and indemnification undertaking for the benefit of 77G Mortgage Lender.

● stock price volatility and other risks associated with a lightly traded stock;

In● ~~connection~~we ~~with~~have ~~the~~terminated ~~Recapitalization Transactions,~~ the ~~77G~~registration Mortgage Borrower entered into a third amendment to the 77G Mortgage Loan Agreement with MPF Greenwich Lender LLC (as successor-in-interest to Macquarie PF Inc.), as lender, and certain entities affiliated with the Investor, as supplemental guarantors (the “77G MLA Amendment”), which, among other things, provides that (i) the original building loan will be reduced to $125,347,878, (ii) an additional project loan will be made in the amount of ~~$2,850,000,~~our ~~(iii)~~common ~~the~~stock ~~completion~~under ~~date will be extended to December 31, 2024, (iv)~~ the ~~maturity~~Exchange ~~date~~Act ~~will be extended to October 23, 2025 with an option to extend for one year~~ and ~~(v)~~cease ~~TPHGreenwich~~being ~~Mezz LLC, the direct parent entity of 77G Mortgage Borrower, will enter into~~ a ~~new pledge agreement pursuant to which it will pledge 100% of its membership interests in 77G Mortgage Borrower~~U.S. ~~The~~public ~~77G~~company MLA Amendment further provides that the existing Completion Guaranty and Interest and Carry Guaranty by the Company, as original guarantor, are terminated, and that the existing Recourse Guaranty and Environmental Indemnification Agreement by the Company, as original guarantor, are only in full force and effect with ~~respect~~reporting ~~to matters arising prior to the execution of the 77G MLA Amendment.~~obligations;

● stockholders may be diluted by the issuance of additional shares of common stock or securities convertible into common stock in the future;

As● ofa ~~December~~declining ~~31,~~stock ~~2023,~~price ~~the~~may ~~77G~~make ~~Mortgage~~it ~~Loan~~more ~~had~~difficult ato ~~balance~~raise ofcapital ~~$104.4 million, which includes $10.2 million~~ in ~~PIK interest. Through December 31, 2023,~~ the ~~77G Mortgage Loan was paid down by approximately $69.9 million through closed sales of residential condominium units.~~ future;

● the influence of certain significant stockholders;

~~77G~~● ~~Mezzanine~~limitations ~~Loan~~in our charter on transactions in our common stock by substantial stockholders, designed to protect our ability to utilize our NOLs and certain other tax attributes, may not succeed and/or may limit the liquidity of our common stock;

● certain provisions in our charter documents and Delaware law may have the effect of making more difficult or otherwise discouraging, delaying or deterring a takeover or other change of control of us;

In● ~~December~~certain ~~2020,~~provisions ~~TPHGreenwich~~in ~~Subordinate~~our ~~Mezz~~charter ~~LLC,~~documents amay ~~subsidiary~~have of the ~~Company~~effect ~~(the “77G Mezz Borrower”), entered into a mezzanine loan agreement with an affiliate~~ of ~~the~~limiting ~~CCF~~our ~~Lender~~stockholders’ ~~(the~~ability ~~“77G~~to ~~Mezzanine~~obtain ~~Loan Agreement”). The 77G Mezzanine Loan was originally in the amount of $7.5 million and had~~ a ~~term~~favorable ofjudicial ~~three~~forum ~~years~~for ~~with two one-year extension options, exercisable under~~ certain ~~circumstances.~~disputes; ~~The collateral for the 77G Mezzanine Loan was the borrower’s equity interest in its direct, wholly-owned subsidiary.~~ and

In● ~~October~~unanticipated ~~2021,~~difficulties ~~the~~which ~~77G~~may ~~Mezzanine~~arise ~~Loan Agreement was amended~~ and ~~restated to, among~~ other ~~things,~~factors ~~(i) increase the amount of the loan thereunder by approximately $22.77 million, of~~ which ~~$0.77~~may ~~million~~be ~~reflected~~outside ~~interest~~our ~~previously~~control ~~accrued~~or ~~under~~that ~~the~~are ~~original~~not ~~77G~~currently ~~Mezzanine~~known ~~Loan, (ii) reflect the pledge of the equity interests in the 77G Mortgage Borrower~~ to ~~the~~us ~~77G~~or ~~Mezzanine~~which ~~Lender~~we asbelieve ~~additional~~are ~~collateral~~not ~~for the 77G Mezzanine Loan and (iii) conform certain of~~ material.

31In evaluating such statements, you should specifically consider the risks identified under the section entitled “Risk Factors”

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~~the~~Table ~~covenants~~of to those included in the 77G Mortgage Loan Agreement, as applicable. Additionally, the existing completion guaranty, carry guaranty, recourse guaranty and environmental indemnification executed in connection with the original 77G Mezzanine Loan Agreement were amended to conform to the mortgage guarantees and mortgage environmental indemnity made in connection with the 77G Mortgage Loan (and the existing equity funding guaranty was terminated). Contents

Inin ~~November~~this ~~2022~~Annual Report on Form 10-K, ~~the~~any ~~77G~~of ~~Mezzanine~~which ~~Loan~~could ~~was~~cause ~~amended~~actual results to differ materially from the anticipated results. Should one or more of these risks or uncertainties materialize, ~~amongst~~or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those contemplated by any forward looking statements. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere described in this Annual Report on Form 10-K and other ~~things~~reports filed with the SEC. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K or, ~~extend~~in the ~~final~~case ~~completion~~of any documents incorporated by reference in this Annual Report on Form 10-K, the date toof ~~September~~such 29document, ~~2023~~in each case based on information available to us as of such date, and ~~eliminate~~we ~~the~~assume ~~liquidity~~no ~~requirement.~~obligation to update any forward-looking statements, except as required by law.

In August 2023, the Company and the 77G Mezz Borrower entered into a forbearance agreement, pursuant to which the 77G Mezzanine Lender agreed to forbear from exercising its respective rights and remedies with respect to certain specified defaults for the related forbearance period ending on December 31, 2023, which was subsequently extended to January 31, 2024.

As of December 31, 2023, the blended interest rate for the 77G Mortgage Loan and the 77G Mezzanine Loan was 14.27% on an annual basis. Interest on the 77G Mezzanine Loan is not payable on a monthly basis but instead is automatically added to the unpaid principal amount on a monthly basis (and therefore accrues interest) and is payable in full on the maturity date of the 77G Mezzanine Loan. Upon final repayment of the 77G Mezzanine Loan, a MOIC will be due on substantially the same terms as provided for in the CCF. Subject to the prior sentence the 77G Mezzanine Loan may be prepaid in whole or in part, without penalty or premium (other than payment of the MOIC amount, if applicable, as provided above), upon prior written notice to the lender under the 77G Mezzanine Loan. In connection with the 77G Mezzanine Loan, the Company entered into a completion guaranty, carry guaranty, equity funding guaranty, recourse guaranty and environmental indemnification undertaking.

In connection with the Recapitalization Transactions, the 77G Mezz Borrower entered into a second amendment to the 77G Mezzanine Loan Agreement, which provides for, among other things, the (i) termination of the pledge by TPHGreenwich Mezz LLC of 100% of its membership interests in the 77G Mortgage Borrower, (ii) extension of the completion date to December 31, 2024, (iii) the extension of the maturity date to October 23, 2025 with an additional option to extend for 1 year, (iv) the increase of the principal amount of the 77G Mezzanine Loan to $60,761,515, and (v) termination of the Completion Guaranty, Carry Guaranty and Equity Funding Guaranty by the Company, as original guarantor; and that the Recourse Guaranty and Environmental Indemnification Agreement by the Company, as original guarantor, are only in full force and effect with respect to matters arising prior to the execution of the second amendment.

As of December 31, 2023, the 77G Mezzanine Loan had a balance of $30.3 million and accrued interest totaled approximately $11.2 million.

237 11th Loans

In June 2021, 470 4th Avenue Fee Owner, LLC, a subsidiary of the Company (the “237 11th Senior Loan Borrower”), entered into a $50.0 million senior loan (the “237 11th Senior Loan”) provided by Natixis, and 470 4th Avenue Owner, LLC, a subsidiary of the Company (the “237 11th Mezz Borrower”, and together with the 237 11th Senior Loan Borrower, the “237 11th Borrowers”), entered into a $10 million mezzanine loan (the “237 11th Mezz Loan” and together with the 237 11th Senior Loan, the “237 11th Loans”), provided by an affiliate of LibreMax, (together the “237 11th Lenders”), bearing interest at a blended rate of 3.05% per annum at that time.

The SOFR-based floating rate 237 11th Loans had an initial term of two years and three one-year extension options. The first extension option, which was exercised in July 2023, was not subject to satisfaction of any financial tests, but required a new interest rate cap be purchased by the 237 11th Borrowers.

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well as other defects. In addition, the general contractor has impleaded into that litigation several subcontractors who performed work on the property. Management expects that TPHGreenwich will recover some portion of the cost incurred to repair the property through the litigations and/or settlement negotiations with the seller, its parent company, the general contractor, the subcontractors, and the insurance carrier, although the amount of damages that may be recoverable in litigation and/or potential settlement negotiations are uncertain at this time, as is the timing of receipt of any such payments. TPHGreenwich continues to pursue all legal remedies. We incurred significant cash outflows for costs associated with these repairs and remediation, which commenced in September 2019 and was completed by December 31, 2021.

In connection with the Recapitalization Transactions, (i) the 237 11th Senior Loan Borrower entered into a fourth amendment to the 237 11th Senior Loan with certain affiliates of the Investor as supplemental guarantors and Natixis, New York Branch, as lender and agent and (ii) the 237 11th Mezz Borrower entered into a fourth amendment to the 237 11th Mezz Loan with certain affiliates of the Investor as supplemental guarantors and Lexington 11th Street, LLC, as lender, which each provide, among other things, that the respective Completion Guaranty by the Company as original guarantor under each 237 11th Loan is terminated, and that the respective Recourse Guaranty by the Company as original guarantor under each 237 11th Loan is only in full force and effect with respect to matters arising prior to the date of the fourth amendment or matters authorized by the Company.

As of December 31, 2023, there was an outstanding balance of $50.0 million on the 237 11th Senior Loan and $10.0 million on the 237 11th Mezz Loan, and the blended interest rate was 5.46% per annum.

Secured Line of Credit

The subsidiary that owns the Paramus Property (the “Paramus Borrower”) has an $11.75 million line of credit with Webster Bank (formerly known as Sterling National Bank), pursuant to a credit agreement entered into in February 2017, which is secured by the Paramus Property, and guaranteed by the Company (the “Secured Line of Credit”). Effective April 2023, the maturity date of the Secured Line of Credit was extended from May 22, 2023 to March 22, 2024, and the interest rate was reduced from the prime rate to 2.5% during the period from April 2023 to the new maturity date. On March 18, 2024, the Paramus Borrower entered into an amendment to the Secured Line of Credit, pursuant to which the maturity date was extended to October 15, 2024, with an option to further extend to April 15, 2025. As part of the amendment, the Company re-affirmed its guaranty under the Secured Line of Credit. The Secured Line of Credit is pre-payable at any time without penalty.

As of December 31, 2023, the Secured Line of Credit had an outstanding balance of $11.75 million.

Note Payable (250 North 10th Partner Loan)

Prior to February 2023, we owned a 10% interest in a joint venture with TF Cornerstone (the “250 North 10th JV”) formed to acquire and operate 250 North 10th, a 234-unit apartment building in Williamsburg, Brooklyn, New York. In January 2020, the 250 North 10th JV closed on the acquisition of the property for a purchase price of $137.75 million, of which $82.75 million was financed through a 15-year mortgage loan (the “250 North 10th Note”) secured by 250 North 10th and the balance was paid in cash. Our share of the equity totaling approximately $5.9 million was funded through a loan (the “Partner Loan”) from our joint venture partner. The Partner Loan bore interest at 7.0% and was prepayable any time within its four year term. We sold our interest in 250 North 10th to our joint venture partner in February 2023 resulting in net proceeds of approximately $1.2 million after repayment of our Partner Loan and release from the mortgage guaranty, and we realized a net gain on the sale of approximately $3.1 million.

Cash Flows

Cash Flows for the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

Net cash used in operating activities increased by approximately $6.8 million to $5.5 million for the year ended December 31, 2023 from net cash provided by operating activities of $1.3 million for the year ended December 31, 2022. This increase was mainly due to the sale of 10 residential condominium units at 77 Greenwich for the year ended December 31, 2023 as compared to the sale of 14 residential condominium units for the year ended December 31, 2022, an increase in

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accounts payable and accrued expenses over the same period last year, and an increase in prepaid expenses and other assets, net and receivables compared to the same period last year.

Net cash provided by investing activities decreased by approximately $10.2 million to $7.1 million for the year ended December 31, 2023 from $17.3 million for the year ended December 31, 2022. The decrease in cash provided by investing activities was due to $17.4 million in sale proceeds from the sale of our 50% interest in The Berkley in April 2022 as compared to $7.2 million in sale proceeds from the sale of our 10% interest in the 250 North 10th joint venture property in February 2023.

Net cash used in financing activities decreased by approximately $6.2 million to $15.3 million for the year ended December 31, 2023 from $21.5 million for the year ended December 31, 2022. The decrease in net cash used in financing activities primarily relates to the approximate $22.5 million in repayments of loans and notes payable partially offset by $7.4 million in borrowings for the year ended December 31, 2023 as compared to $51.9 million in repayments of loans and the secure line of credit partially offset by $30.7 million of borrowings for the year ended December 31, 2022.

Net Operating Losses

We believe that our U.S. federal NOLs as of the emergence date of the Syms bankruptcy were approximately $162.8 million and believe our U.S. federal NOLs were approximately $316.6 million and $267.4 million of state NOLs and New York State and New York City prior NOL conversion subtraction pools of approximately $27.9 million and $22.9 million, respectively, as of December 31, 2023. In connection with the conveyance of the school condominium to the SCA, we applied approximately $11.6 million of federal NOLs against taxable capital gains of approximately $18.5 million. Since 2009 through December 31, 2023, we have utilized approximately $20.1 million of the federal NOLs.

Based on management’s assessment, it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategies. Accordingly, a valuation allowance of $91.3 million was recorded as of December 31, 2023.

We believe that certain of the transactions that occurred in connection with our emergence from bankruptcy in September 2012, including the rights offering and the redemption of the Syms shares owned by the former majority shareholder of Syms in accordance with the Plan, resulted in us undergoing an “ownership change,” as that term is used in Section 382 of the Code. However, while the analysis is complex and subject to subjective determinations and uncertainties, we believe that we should qualify for treatment under Section 382(l)(5) of the Code. As a result, we believe that our NOLs are not subject to an annual limitation under Section 382. However, if we were to undergo a subsequent ownership change in the future, our ability to utilize our NOLs could be subject to limitation under Section 382. In addition, the TCJA limited the deductibility of NOLs arising in tax years beginning after December 31, 2017 to 80 percent of taxable income (computed without regard to the net operating loss deduction) for the taxable year. However, the CARES Act suspended the 80% limitation on the use of NOLs for tax years beginning before January 1, 2021, and allowed losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021 to be carried back up to five years.

Even if all of our regular U.S. federal income tax liability for a given year is reduced to zero by virtue of utilizing our NOLs, we may still be subject to state, local or other non-federal income taxes.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our consolidated financial statements. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in Note 2 – Summary of Significant Accounting Policies in our consolidated financial statements. Set forth below is a summary of the accounting

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policies that management believes are critical to the preparation of the consolidated financial statements included in this report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report and require the application of significant judgment by management and, as a result, are subject to a degree of uncertainty.

Critical Accounting Policies

a. Real Estate - Real estate assets are stated at historical cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the useful life of an asset are charged to operations as incurred. Depreciation and amortization are determined using the straight-line method over the estimated useful lives as described in the table below:


Category		Terms
Buildings and improvements		10 - 39 years
Tenant improvements		Shorter of remaining term of the lease or useful life
Furniture and fixtures		5 - 8 years

b. Residential Condominium Units for Sale - We capitalize certain costs related to the development and redevelopment of real estate including initial project acquisition costs, pre-construction costs and construction costs for each specific property. Additionally, we capitalize operating costs, interest, real estate taxes, insurance and compensation and related costs of personnel directly involved with the specific project related to real estate that is under development. Capitalization of these costs begin when the activities and related expenditures commence, and cease as the condominium units receives its temporary certificates of occupancy (“TCOs”).

77 Greenwich is a condominium development project which includes residential condominium units that are ready for sale. Residential condominium units for sale as of December 31, 2023 and 2022 includes 77 Greenwich, and in all cases, excludes costs of development for the residential condominium units at 77 Greenwich that were sold. The residential condominium units for sale are stated at the lower of cost or net realizable value. Management considers relevant cash flows relating to budgeted project costs and estimated costs to complete, estimated sales velocity, expected proceeds from the sales of completed condominium units, including any potential declines in market values, and other available information in assessing whether the 77 Greenwich development project is impaired. Residential condominium units are evaluated for impairment based on the contracted and projected sales prices compared to the total estimated cost to construct. Any calculated impairments are recorded immediately in cost of sales. No provision for impairment was recorded for our unsold residential condominium units at either December 31, 2023 or 2022.

c. Valuation of Long-Lived Assets - We periodically review long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We consider relevant cash flow, management’s strategic plans and significant decreases, if any, in the market value of the asset and other available information in assessing whether the carrying value of the assets can be recovered. When such events occur, we compare the carrying amount of the asset to the undiscounted expected future cash flows, excluding interest charges, from the use and eventual disposition of the asset. If this comparison indicates an impairment, the carrying amount would then be compared to the estimated fair value of the long-lived asset. An impairment loss would be measured as the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. We considered all the aforementioned indicators of impairment for our real estate and condominium units for sale for the years ended December 31, 2023 and 2022, respectively, and no provision for impairment was recorded during the years ended December 31, 2023 or 2022, respectively

d. Income Taxes - We account for income taxes under the asset and liability method as required by the provisions of ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not.

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ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and increased other disclosures. As of both December 31, 2023 and 2022, we had determined that no liabilities are required in connection with unrecognized tax positions. As of December 31, 2023, our tax returns for the years ended December 31, 2019 through December 31, 2022 are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2018 or 2019 through December 31, 2022, depending on the jurisdiction.

We are subject to certain federal, state and local income and franchise taxes.

e. Revenue Recognition – Leases with tenants are accounted for as operating leases. Minimum rents are recognized on a straight-line basis over the term of the respective lease, beginning when the tenant takes possession of the space. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable. In addition, retail leases typically provide for the reimbursement of real estate taxes, insurance and other property operating expenses. As lessor, when reporting revenue, we have elected to combine the lease and non-lease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC Topic 842. Lease revenues and reimbursement of real estate taxes, insurance and other property operating expenses are presented in the consolidated statements of operations and comprehensive loss as “rental revenues.” Also, these reimbursements of expenses are recognized within revenue in the period the expenses are incurred. We assess the collectability of our accounts receivable related to tenant revenues. We applied the guidance under ASC 842 in assessing our lease payments: if collection of rents under specific operating leases is not probable, then we recognize the lesser of that lease’s rental income on a straight-line basis or cash received, plus variable rents as earned. Once this assessment is completed, we apply a general reserve, as provided under ASC 450-20, if applicable.

Revenues on sale of residential condominiums reflects the gross sales price from sales of residential condominium units which are recognized at the time of the closing of a sale, when title to and possession of the units are transferred to the buyer. Our performance obligation, to deliver the agreed-upon condominium, is generally satisfied in less than one year from the original contract date. Cash proceeds from unit closings held in escrow for our benefit are included in restricted cash in the consolidated balance sheets. Customer cash deposits on residential condominiums that are in contract are recorded as restricted cash and the related liability is recorded in accounts payable and accrued expenses in our consolidated balance sheets. Our cost of sales consists of allocated expenses related to the initial acquisition, demolition, construction and development of the condominium complex, including associated building costs, development fees, as well as salaries, benefits, bonuses and share-based compensation expense, including other directly associated overhead costs, in addition to qualifying interest and financing costs. See also Note 2g. Residential Condominium Units for Sale to our consolidated financial statements for further discussion.

f. Stock-Based Compensation – We have granted stock-based compensation, see Note 13 – Stock-Based Compensation to our consolidated financial statements for further discussion. We account for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation,” which establishes accounting for stock-based awards exchanged for employee services and ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting,” which provides additional guidance related to share-based payment transactions for acquiring goods or services from non-employees. Under the provisions of ASC 718-10-35, stock-based compensation cost is measured at the grant date, based on the fair value of the award on that date, and is expensed at the grant date (for the portion that vests immediately) or ratably over the related vesting periods.

Accounting Standards Updates

See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements.

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Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K, including information included or incorporated by reference in this Annual Report on or any supplement to this Annual Report, may include forward-looking statements within the meaning of Section 27A of the Securities Act and the Exchange Act, and information relating to us that are based on the beliefs of management as well as assumptions made by and information currently available to management. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “may,” “will,” “expects,” “believes,” “plans,” “estimates,” “potential,” or “continues,” or the negative thereof or other and similar expressions. In addition, in some cases, you can identify forward-looking statements by words or phrases such as “trend,” “potential,” “opportunity,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including among others:

● our limited cash resources, our only source of revenue is an asset management fee, and our reliance on external sources of capital to fund operations in the future;

● we have not generated an operating profit and consequently our business plan is difficult to evaluate and our long-term viability cannot be assured;

● risks associated with the Company evaluating and potentially consummating a strategic transaction, including the risk that the Company may fail to realize the anticipated benefits of any such transaction;

● we are subject to risks associated with TPHGreenwich, including that we may not receive any distributions from TPHGreenwich;

● one of our primary business purposes following the Recapitalization Transactions is to act as asset manager for the properties owned by TPHGreenwich in accordance with the terms and conditions of the Asset Management Agreement which can be terminated by TPHGreenwich at any time with or without cause;

● we are subject to extensive covenants, and the Investor has many consent and approval rights, under the Stock Purchase Agreement, many of which survive indefinitely following the closing of the Recapitalization Transactions;

● our revenues and the value of our portfolio are affected by a number of factors that affect investments in leased commercial and residential real estate generally;

● the loss of key personnel upon whom we depend to operate our business would adversely affect our business;

● our ability to utilize our NOLs to offset future taxable income and capital gains for U.S. Federal, state and local income tax purposes;

● TPHGreenwich and its subsidiaries are subject to leverage and face risks generally associated with such debt, including an increased risk of default on the such entity’s obligations and an increase in debt service requirements that could adversely affect our financial condition and results of operations;

● covenants in the loan agreements could limit TPHGreenwich’s flexibility and adversely affect our financial condition;

● the Company Investor is the lender under the CCF, and an affiliate of the Company Investor and JV Investor is the lender under the 77G Mezzanine Loan, which could create a conflict of interest;

● adverse trends in the New York City residential condominium market;

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● general economic and business conditions, including with respect to real estate, and their effect on the New York City residential real estate market in particular;

● TPHGreenwich’s ability to enter into new leases and renew existing leases with tenants at the commercial and residential properties;

● risks associated with the effect that rent stabilization regulations may have on TPHGreenwich’s ability to raise and collect rents;

● TPHGreenwich’s ability to maintain certain state tax benefits with respect to certain of the properties;

● TPHGreenwich’s ability to obtain required permits, site plan approvals and/or other governmental approvals in connection with the development or redevelopment of the properties;

● costs associated with complying with environmental laws and environmental contamination, as well as the Americans with Disabilities Act or other safety regulations and requirements;

● the effects of new tax laws;

● risks associated with current political and economic uncertainty, and developments related to the outbreak of contagious diseases;

● risks associated with breaches of information technology systems;

● stock price volatility and other risks associated with a lightly traded stock;

● our common stock may be delisted;

● we are eligible to terminate the registration of our common stock under the Exchange Act and cease being a U.S. public company with reporting obligations and we may do so in the near future;

● stockholders may be diluted by the issuance of additional shares of common stock or securities convertible into common stock in the future;

● a declining stock price may make it more difficult to raise capital in the future;

● the influence of certain significant stockholders;

● limitations in our charter on transactions in our common stock by substantial stockholders, designed to protect our ability to utilize our NOLs and certain other tax attributes, may not succeed and/or may limit the liquidity of our common stock;

● certain provisions in our charter documents may have the effect of limiting our stockholders’ ability to obtain a favorable judicial forum for certain disputes; and

● unanticipated difficulties which may arise and other factors which may be outside our control or that are not currently known to us or which we believe are not material.

In evaluating such statements, you should specifically consider the risks identified under the section entitled “Risk Factors” in this Annual Report on Form 10-K, any of which could cause actual results to differ materially from the anticipated results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those contemplated by any forward looking statements. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in

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their entirety by the cautionary statements in this paragraph and elsewhere described in this Annual Report on Form 10-K and other reports filed with the SEC. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K or, in the case of any documents incorporated by reference in this Annual Report on Form 10-K, the date of such document, in each case based on information available to us as of such date, and we assume no obligation to update any forward-looking statements, except as required by law.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the disclosure required by this Item.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Supplemental Data on page 4146.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief ~~Executive Officer (the “CEO”) and Chief~~ Financial Officer (the “CFO”), as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) of the Exchange Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports.

Our management, with the participation of our ~~CEO~~CFO ~~and~~(who ~~CFO~~also acts as our principal executive officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our ~~CEO and~~ CFO ~~have~~has concluded that as of December 31, ~~2023~~2024, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period from October 1, ~~2023~~2024 to December 31, ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION

Trading Arrangements.

During the fiscal quarter ended December 31, ~~2023~~2024, none of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K

~~Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS~~30

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39Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~The~~Information ~~information~~Regarding required by this Item will be set forth in our definitive proxy statement relating to our 2024 Annual Meeting of Stockholders, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act (the “2024 Proxy Statement”), and is incorporated herein by reference. If such proxy statement is not filed on or before April 29, 2024, the information called for by this Item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.Directors

~~Item~~Set ~~11.~~forth ~~EXECUTIVE~~below ~~COMPENSATION~~is certain information with respect to our current directors as of March 24, 2025.

~~The~~Jack ~~information~~L. ~~required~~Howard, byage ~~this~~63, ~~Item~~has ~~will~~served beas ~~set~~a ~~forth~~director of the Company since the Steel Closing in February 2025. Mr. Howard has served as President of Steel since July 2009, and has been a member of the ~~2024~~board ~~Proxy~~of ~~Statement~~directors of the general partner of Steel since October 2011. Mr. Howard also served as a Director of Steel Connect, Inc. (“Steel Connect”) from December 2017 to January 2025. Mr. Howard also served as the Assistant Secretary of Steel from July 2009 until September 2011 and isas ~~incorporated~~Secretary ~~herein~~from bySeptember ~~reference~~2011 until January 2012. IfMr. ~~such~~Howard ~~proxy~~has ~~statement~~been isassociated ~~not~~with ~~filed~~Steel onand orits ~~before~~predecessors ~~April~~and ~~29,~~affiliates ~~2024~~since 1993. Mr. Howard has been a Financial Industry Regulatory Authority registered broker-dealer since 1989. Mr. Howard has been a director of Handy & Harman Ltd. (formerly known as WHX Corporation) (“HNH”) since July 2005, and previously served as Vice Chairman of the ~~information~~HNH ~~called~~board ~~for~~and byas ~~this~~HNH’s ~~Item~~Principal ~~will~~Executive beOfficer. ~~filed~~Mr. Howard has been a director of Steel Excel Inc. (“Steel Excel”) since December 2007, and previously served as ~~part~~Vice Chairman of Steel Excel’s board of directors and Principal Executive Officer of Steel Excel. Since February 2018, Mr. Howard has been the Executive Chairman of WebBank, a state-chartered industrial bank and wholly-owned subsidiary of Steel Holdings. He is the President of SP General Services, LLC, an ~~amendment~~affiliate of Steel. Mr. Howard previously served as a Director and Chairman of the Board of iGo, Inc., from August 2013 until January 2022. He currently holds the securities licenses of Series 7, Series 24, Series 55 and Series 63. Mr. Howard graduated from the University of Oregon with a bachelor’s degree in finance. Mr. Howard brings to ~~this~~the ~~Annual~~Board ~~Report~~managerial onand ~~Form~~investing ~~10-K~~experience in a broad range of businesses, as well as his service on orthe ~~before~~boards ~~such~~of ~~date~~directors and committees of both public and private companies.

~~Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

~~The~~Joseph ~~information~~Martin, ~~required~~age by48, ~~this~~has ~~Item~~served ~~will~~as bea ~~set~~director ~~forth~~of the Company since the Steel Closing in February 2025. Mr. Martin has served as Chief Administrative Officer and Chief Legal Officer of Steel since June 2023. Mr. Martin also served as a Director of Steel Connect from September 2023 until January 2025. He previously served as the ~~2024~~General ~~Proxy~~Counsel ~~Statement~~and Corporate Secretary of Clover Health Investments, Corp. from March 2022 until June 2023 where he oversaw the legal, compliance, business development and iscyber ~~incorporated~~security ~~herein~~functions. byFrom ~~reference~~August 2020 to March 2022, Mr. IfMartin ~~such~~served ~~proxy~~as ~~statement~~General isCounsel ~~not~~of ~~filed~~Steel onand orGeneral ~~before~~Counsel ~~April~~and 29Chief Compliance Officer of the Steel Connect, ~~2024~~where, in each case, he oversaw the ~~information~~legal ~~called~~and compliance functions. Mr. Martin also held several legal and compliance-focused positions at Louisiana-Pacific Corporation from September 2018 to August 2019, including Interim General Counsel and Secretary from May 2019 to August 2019, and General Counsel for bythe ~~this~~OSB ~~Item~~and ~~will~~EWP bedivision ~~filed~~from asSeptember ~~part~~2018 ofto anMay ~~amendment~~2019. From July 2009 to ~~this~~September ~~Annual~~2018, ~~Report~~Mr. onMartin ~~Form~~held 10several positions at Georgia-KPacific onLLC, orincluding ~~before~~Assistant ~~such~~General ~~date~~Counsel and Assistant Secretary. Mr. Martin holds a B.A. in Economics and History from the University of California, Berkeley, and a J.D. from Harvard Law School. Mr. Martin brings to the Board significant legal and compliance experience.

~~Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~

~~The~~Alexander ~~information~~C. ~~required~~Matina, byage ~~this~~48, ~~Item~~has ~~will~~served beas ~~set~~a ~~forth~~director inof the ~~2024~~Company ~~Proxy~~since ~~Statement~~2013 and is ~~incorporated~~the ~~herein~~Chairman byof ~~reference~~the Board. IfHe ~~such~~is ~~proxy~~the ~~statement~~Founder isand ~~not~~Managing ~~filed~~Member of LANECR Consulting, which consults with family offices on orinvestments ~~before~~and ~~April~~strategy 29as well as provides directors for various boards. Formerly, ~~2024~~he was the Portfolio Manager of MFP Investors, LLC, the ~~information~~family ~~called~~office ~~for~~of byMichael ~~this~~F. ~~Item~~Price, ~~will~~which behad ~~filed~~a value-investing focus across public and private markets. Mr. Matina also serves as ~~part~~a director of anS&W ~~amendment~~Seed Company, a publicly traded agricultural company and Nu Ride, a publicly traded, post-reorganization company. He is also a director of TGI Fridays, a private casual dining company as well as Crowheart Energy LLC, a private energy company with assets in Wyoming. Mr. Matina brings a strong finance background to ~~this~~the ~~Annual~~Company, ~~Report~~including onexperience ~~Form~~with 10bankruptcies and private equity. Prior to joining MFP Investors, LLC in 2007, Mr. Matina served in various roles at Balance Asset Management, a multi-Kstrategy onhedge orfund, ~~before~~and ~~such~~as ~~date~~a senior associate at Altus Capital Partners, a middle market private equity fund. He was previously a principal at 747 Capital, a private equity fund-of-funds, and a financial analyst at Salomon Smith Barney in the financial sponsors group of the investment banking division.

~~Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~31

~~The~~Table information required by this Item will be set forth in the 2024 Proxy Statement and is incorporated herein by reference. If such proxy statement is not filed on or before April 29, 2024, the information called for by this Item will be filed as part of ~~an amendment to this Annual Report on Form 10-K on or before such date.~~Contents

40Joanne M. Minieri, age 64, has served as a director of the Company since 2013. Ms. Minieri serves as the “Special Stock Director”, who is elected by the holder of the Special Stock pursuant to our Certificate of Incorporation. She was appointed by Third Avenue, the holder of the Special Stock and a major investor in the Company, but is not affiliated with Third Avenue. Ms. Minieri is currently the Managing Member of JONEE 1212, LLC, a consulting firm formed in 2024 to provide services including, transaction strategies and analysis, organizational structuring, resource management and public private partnership strategies. She previously served as a Senior Executive Vice President of RXR Realty and the Senior Managing Director of Transit Oriented Development for the NY Metro Region and serves as a member of the board of directors and audit committee of Virtu Financial, Inc., a public company listed on NASDAQ. Ms. Minieri has extensive experience in real estate development, as well as a deep knowledge of accounting, particularly in the field of real estate. Prior to her position with RXR, Ms. Minieri served as the Deputy County Executive and Commissioner of Economic Development and Planning for Suffolk County from April 2012 until July 2016. Previously, Ms. Minieri served as President and Chief Operating Officer of Forest City Ratner Companies (FCRC), a wholly owned subsidiary of Forest City Enterprises. She originally joined FCRC as its Chief Financial Officer in 1995, and was promoted to Executive Vice President and Chief Operating Officer in 1998 and to President and Chief Operating Officer in 2007. Ms. Minieri is a certified public accountant.

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~~PART IV~~Jeffrey S. Wald, age 51, has served as a director of the Company since the Steel Closing in February 2025. Mr. Wald is currently the Founder and CEO of Boomerang Intelligence, an enterprise software platform that enables companies to engage with their former workers. From May 2010 until September 2020, Mr. Wald was the President, Chief Operating Officer and Chief Financial Officer of Work Market, Inc., an enterprise software platform that enables companies to manage their on-demand labor (sold to Automated Data Processing, Inc. in January 2018), and of which he was the Founder. From May 2008 to May 2010, Mr. Wald was a Managing Director at Barington Capital Group, L.P., an activist hedge fund manager. From March 2007 through May 2008, Mr. Wald was the Chief Operating Officer and Chief Financial Officer of Spinback, Inc., an internet commerce company (sold to Buddy Media Corporation), of which he is also the Founder. From January 2003 to March 2007, Mr. Wald was a Vice President at The GlenRock Group, a private equity firm that invests in undervalued, middle market companies as well as emerging and early stage companies. Earlier in his career, Mr. Wald held positions in the mergers and acquisitions department at J.P. Morgan Chase & Co. Mr. Wald served as a Director of Steel Connect from February 2012 until January 2025. From 2010 to 2022, Mr. Wald served as a director of CoStar Technologies, Inc., where he also served on the audit committee. From 2010 to 2012, Mr. Wald served as a director of Peerless Systems Corporation, and from 2009 to 2010 he served on the board of directors of Register.com. Mr. Wald holds a Master of Business Administration from Harvard University and a Master of Science and Bachelor of Science from Cornell University. Mr. Wald brings to the Board substantial experience in the areas of technology, principal investing and operations, as well as his knowledge of corporate governance, accounting and financial expertise.

~~Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~

Except with respect to the Special Stock Holder and the Steel Purchaser Stockholders’ Agreement, there is no agreement or understanding between the Company and any director pursuant to which he or she was selected as an officer or director. No family relationships exist between any of the directors. In addition, based on representations made to us, there are no material proceedings to which any director or any associate of any such director or officer is a party adverse to our Company or has a material interest adverse to our Company.

~~(a)(1)Financial Statements filed as part of this Annual Report on Form 10-K:~~

Executive Officers

	Report of Independent Registered Public Accounting Firm (BDO USA, P.C., New York, New York, PCAOB ID #243)	F-1

	Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022	F-3

	Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023, December 31, 2022 and December 31, 2021	F-4

	Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2023, December 31, 2022 and December 31, 2021	F-5

	Consolidated Statements of Cash Flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021	F-6

	Notes to Consolidated Financial Statements	F-7

(a)(2)	List of Financial Statement Schedules filed as part of this Annual Report on Form 10-K:

	Schedule III – Consolidated Real Estate and Accumulated Depreciation	F-30

	Schedules other than those listed are omitted as they are not applicable or the required information has been included in the financial statements or notes thereto.

Information Regarding Executive Officers

~~(a)(3)Exhibits~~

Set forth below is certain information with respect to our current executive officers as of March 24, 2025.

2.1	Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries (incorporated by reference to Exhibit 99.1 of the Form 8-K filed with the SEC on September 6, 2012)

2.2	Agreement and Plan of Merger by and between Syms Corp. and Trinity Place Holdings Inc. dated September 14, 2012 (incorporated by reference to Exhibit 2.1 of the Form 8-K12G3 filed with the SEC on September 19, 2012)

3.1	Amended and Restated Certificate of Incorporation of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on February 13, 2015)

3.2	Bylaws of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K filed with the SEC on September 19, 2012)

4.1	Form of Trinity Place Holdings Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-3 filed with the SEC on September 15, 2015)

4.2	Description of Trinity Place Holdings Inc. Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of the Form 10-K filed with the SEC on March 13, 2020)

41Steven Kahn, age 58, has been our Chief Financial Officer since 2015. Since the resignation of Mr. Messinger as Chief Executive Officer, Mr. Kahn also serves as our “principal executive officer.” Prior to joining the Company, Mr. Kahn served as the Chief Financial Officer and Treasurer of United Realty Trust Incorporated, a public non-traded real estate investment trust, or REIT, from 2014 to 2015; and as SVP Director of Financial Reporting and Tax at SL Green Realty Corp (NYSE:SLG), a listed REIT, from 1999 to 2013. Mr. Kahn served as a senior manager at PricewaterhouseCoopers,

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10.1	Motion for an Order (i) Authorizing the Reorganized Debtors to Enter into Secured Debt Financing and Effectuate the Transactions Contemplated Therein; (ii) Authorizing the Reorganized Debtors to Sell Syms Owned Real Estate; and (iii) Granting Related Relief (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on December 31, 2014)

10.2	Stock Purchase Agreement, dated as of January 5, 2024, by and between Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 10, 2024)¥

10.3	Amendment to Stock Purchase Agreement, dated as of January 30, 2024, by and between Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on February 5, 2024)¥

10.4	Amended and Restated Limited Liability Company Operating Agreement of TPHGreenwich Holdings LLC, dated as of February 14, 2024, by and between TPHS Investor LLC and Trinity Place Holdings Inc.. ¥**

10.5	Asset Management Agreement, dated as of February 14, 2024, between TPH Asset Manager LLC and TPHGreenwich Holdings LLC. ¥**

10.6	Amended and Restated Credit Agreement, dated as of February 14, 2024, among TPHGreenwich Holdings LLC, as Borrower, certain subsidiaries of the borrower from time to time party thereto, as Guarantors, the initial lenders named therein, as Initial Lenders, and Mount Street US (Georgia) LLP, as administrative agent.**

10.7	Amended and Restated Mezzanine Loan Agreement, dated as of October 22, 2021 by and among TPHGreenwich Subordinate Mezz LLC, as borrower, TPHGreenwich Mezz LLC, as additional pledger, TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the SEC on October 25, 2021).
10.8	First Amendment to Amended and Restated Mezzanine Agreement and Loan Documents, dated as of November 30, 2022, by and among TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent, TPHGreenwich Subordinate Mezz LLC, as borrower, TPHGreenwich Mezz LLC, as additional pledger and Trinity Place Holdings Inc., as guarantor (incorporated by reference to Exhibit 10.23 of the Annual Report on Form 10-K filed with the SEC on March 31, 2023).

10.9	Second Amendment to Amended and Restated Mezzanine Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent, TPHGreenwich Subordinate Mezz LLC, as borrower and Trinity Place Holdings Inc., as released Trinity guarantor. ¥**

10.10	Master Loan Agreement, dated as of October 22, 2021 by and between TPHGreenwich Owner LLC, as borrower, and Macquarie PF Inc., as lender and administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on October 25, 2021).
10.11	First Amendment to Master Loan Agreement and Loan Documents, dated as of November 30, 2022, by and among Macquarie PF Inc., as lender, TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., as guarantor (incorporated by reference to Exhibit 10.27 of the Annual Report on Form 10-K filed with the SEC on March 31, 2023).

10.12	Second Amendment to Master Loan Agreement and Loan Documents, dated as of May 22, 2023, by and among Macquarie PF Inc., as lender, TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., as guarantor.**

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42LLP, specializing in real estate, from January 1998 through November 1999 and in a similar capacity at Deloitte & Touche LLP from 1989 through January 1998. Mr. Kahn is a certified public accountant.

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10.13	Third Amendment to Master Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among MPF Greenwich Lender LLC, as lender, TPHGreenwich Owner LLC, as borrower, Trinity Place Holdings Inc., and certain additional parties thereto, as guarantors. ¥**

10.14	Stock Purchase Agreement, dated as of October 1, 2013, between Trinity Place Holdings Inc. and Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on October 2, 2013)
10.15	Investment Agreement, by and among MFP Partners, L.P. and Trinity Place Holdings Inc., dated as of September 11, 2015 (including the form of Registration Rights Agreement) (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on September 15, 2015)

10.16	Investment Agreement, by and among Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund and Trinity Place Holdings Inc., dated as of September 11, 2015 (including the form of Registration Rights Agreement) (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on September 15, 2015)

10.17	Private Placement Agreement, by and among Trinity Place Holdings Inc. and the investors identified on Schedule A therein, dated as of February 14, 2017 (including the form of Registration Rights Agreement) (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on February 21, 2017)

10.18	Registration Rights Agreement, dated as of December 19, 2019, by and between Trinity Place Holdings Inc. and the investors set forth on Schedule A thereof (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the SEC on December 20, 2019)

10.19	Private Placement Agreement, by and among Trinity Place Holdings Inc. and the investors identified on Schedule A therein, dated as of October 22, 2021 (including the form of Registration Rights Agreement) (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed with the SEC on October 25, 2021)

10.21	Warrant Cancellation Agreement, dated as of February 14, 2024, by and between TPHS Lender LLC and Trinity Place Holdings Inc.**

10.22	Registration Rights Agreement, dated as of February 14, 2024, by and between Trinity Place Holdings Inc. and the investor identified on Schedule A therein.**

10.23	Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective April 27, 2023) (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 23, 2023)*

10.24	Form of Restricted Stock Unit Agreement for employees (incorporated by reference to Exhibit 10.6 of the Form 10-K filed with the SEC on May 30, 2014)*

10.25	Employment Agreement, dated as of October 1, 2013, between Trinity Place Holdings Inc. and Matthew Messinger (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on October 2, 2013)*

10.26	Amendment to Employment Agreement, dated as of September 11, 2015, by and between Trinity Place Holdings Inc. and Matthew Messinger (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the SEC on September 15, 2015)*

10.27	Trinity Place Holdings Inc. Restricted Stock Unit Agreement, entered into as of January 28, 2016, by and between Matthew Messinger and Trinity Place Holdings Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on February 1, 2016)*

Richard G. Pyontek, age 57, has been our Chief Accounting Officer since 2015. Mr. Pyontek served as Chief Financial Officer of the Company from 2012 until 2015. Mr. Pyontek served as Director of Accounting and Reporting for the Company from 2011 until his election as Chief Financial Officer. Before joining Syms Corp., our predecessor, in 2011, Mr. Pyontek served as Director of Accounting and Reporting at Ashley Stewart, Inc., a women’s clothing retailer, during the time of its bankruptcy filing and turnaround from 2009 to 2011; as Controller at The Vitamin Shoppe, a retailer of health and nutrition supplements, from 2005 to 2008; and as Director of Finance at Party City Corporation, a retailer of party supplies and gifts, from 2003 to 2005. Earlier in his career, Mr. Pyontek held senior accounting and reporting roles at Linens ‘n Things and at KPMG LLP. Mr. Pyontek is a certified public accountant.

~~Table~~Delinquent ofSection ~~Contents~~16(a) Reports

10.28	Letter Agreement, between Trinity Place Holdings Inc. and Steven Kahn, dated September 16, 2015 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on September 22, 2015)*

10.29	Letter Agreement, between Trinity Place Holdings Inc. (formerly Syms Corp.) and Richard Pyontek, dated June 24, 2011 (incorporated by reference to Exhibit 10.2 of the Form 10-Q filed with the SEC on May 10, 2016)*

21.1	List of Subsidiaries**

23.1	Consent of BDO USA, P.C.**

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

32.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002***

32.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002***

97.1	Clawback Policy **
101.10	The following financial statements from the Trinity Place Holdings Inc. Annual Report on Form 10-K for the year ended December 31, 2023, as formatted in XBRL:**

101.INS	Inline XBRL Instance Document

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)**

Section 16(a) of the Exchange Act requires our directors and executive officers and all persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. The directors, executive officers and greater than 10% common stockholders are required to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms received by the Company and representations from certain reporting persons, we believe that during the year ended December 31, 2024, all filing requirements were satisfied.

*Code ~~Management~~of ~~contract, compensatory plan or arrangement.~~Ethics

**FiledWe ~~herewith~~maintain a code of ethics applicable to our principal executive officer and senior financial and professional personnel, including our principal financial officer, principal accounting officer or controller and persons performing similar functions. Our Code of Business Conduct and Ethics is posted on our website at www.trinityplaceholdings.com under the Investor Relations tab. In the event we have any amendments to or waivers from any provision of our Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on our website.

***FurnishedDirector ~~herewith~~Nomination Process

¥The ~~Certain~~Board ~~confidential~~of ~~portions~~Directors ~~(indicated~~is byresponsible ~~brackets~~for ~~and~~nominating ~~asterisks)~~members ~~have~~for ~~been~~election ~~omitted~~to ~~from~~the ~~this~~Board ~~exhibit~~of inDirectors ~~accordance~~and ~~with~~for filling vacancies on the ~~rules~~Board of ~~the~~Directors ~~SEC~~that may occur between annual meetings of stockholders.

The Board will develop criteria for evaluating prospective candidates to the Board and committees, including any specific minimum qualifications and any specific qualities or skills necessary for one or more directors to possess. Among such other criteria as the Board may from time to time determine appropriate, when the Board determines that expansion of the Board or replacement of a director, or the establishment or expansion of a committee, or replacement of a committee member, is necessary or appropriate, the Board will conduct candidate interviews, which may be with members of management, consult with the candidate’s associates and through other means determine a candidate’s honesty, integrity, reputation in and commitment to the community, judgment, personality and thinking style, residence, willingness to devote the necessary time, potential conflicts of interest, independence, understanding of financial statements and issues and other matters of relevance to the Board or applicable committee, and the willingness and ability of the candidate to engage in meaningful and constructive discussion regarding Company issues. While diversity may contribute to this overall evaluation, it is not considered by the Board as a separate or independent factor in identifying nominees for director.

~~Item~~We 16may identify candidates through recommendations made by directors, senior management or other third parties. ~~FORM~~The ~~10-K~~Board ~~SUMMARY~~will consider director candidates recommended to the Board by stockholders during such times as we are actively considering appointing new directors. Candidates recommended by stockholders will be evaluated based on the same criteria described above.

~~None.~~33

Table of Contents

44The Board will recommend those individuals that they determine should be nominees for election or re-election to the Board at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders, or otherwise appointed to the Board or any committee thereof. Stockholders desiring to suggest a candidate for consideration by the Board must do so in accordance with our bylaws and the securities laws, and should send a letter to the attention of the Secretary of the Company, at our principal executive offices, 340 Madison Avenue, Suite 3C, New York, New York 10173, and include: (a) a statement that the writer is a stockholder (providing evidence if the person’s shares are held in street name) and is proposing a candidate for consideration; (b) the name and contact information for the candidate; (c) a statement of the candidate’s business and educational experience; (d) information regarding the candidate’s qualifications to be a director, including but not limited to an evaluation of the factors discussed above which the Board would consider in evaluating a candidate; (e) information regarding any relationship or understanding between the proposing stockholder and the candidate; (f) information regarding potential conflicts of interest; and (g) a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected. Because of our small size and the limited need to seek additional directors, there is no assurance that all stockholder proposed candidates will be fully considered, that all candidates will be considered equally, or that the proponent of any candidate or the proposed candidate will be contacted by us or the Board, and no undertaking to do so is implied by the willingness to consider candidates proposed by stockholders.

~~Table~~Committees of ~~Contents~~the Board of Directors

~~SIGNATURES~~

~~Pursuant~~Following to the ~~requirements~~Steel ofPartners ~~Section~~Transaction, 13the orCompany ~~15(d)~~has ofone committee, the ~~Securities~~Audit ~~Exchange~~Committee. ~~Act~~The functions of ~~1934,~~ the ~~registrant~~Board’s ~~has~~prior ~~duly~~compensation ~~caused~~committee ~~this~~and ~~report~~nominating toand becorporate ~~signed~~governance oncommittee ~~its~~have ~~behalf~~been assumed by the ~~undersigned~~full Board (and when applicable, ~~thereunto~~solely ~~duly~~the ~~authorized~~independent members of the Board).

~~Trinity Place Holdings Inc.~~

Audit Committee and Audit Committee Financial Expert


By:	/s/ Matthew Messinger
	Matthew Messinger
	President and Chief Executive Officer

Date:	March 29, 2024

The members of the Audit Committee are Joanne Minieri (Chair), Alexander Matina and Jeffrey Wald. Each of the current members of the Audit Committee meets the criteria for independence set forth in Rule 10A-3 under the Exchange Act and satisfies the other Audit Committee membership requirements specified in Section 803B of the NYSE American Company Guide. The Board has determined that Ms. Minieri is an “audit committee financial expert,” as that term is used in Item 407 of Regulation S-K promulgated under the Exchange Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Board Role in Oversight of Risk

Signature	Title	Date

/s/ Matthew Messinger	President, Chief Executive Officer and Director	March 29, 2024
Matthew Messinger	(Principal Executive Officer)

/s/ Steven Kahn	Chief Financial Officer	March 29, 2024
Steven Kahn	(Principal Financial Officer)

/s/ Richard Pyontek	Chief Accounting Officer	March 29, 2024
Richard Pyontek	(Principal Accounting Officer)

/s/ Alexander Matina	Director (Chairman of the Board)	March 29, 2024
Alexander Matina

/s/ Jeffrey Citrin	Director	March 29, 2024
Jeffrey Citrin

/s/ Alan Cohen	Director	March 29, 2024
Alan Cohen

/s/ Joanne Minieri	Director	March 29, 2024
Joanne Minieri

/s/ Keith Pattiz	Director	March 29, 2024
Keith Pattiz
/s/ Patrick J. Bartels, Jr.	Director	March 29, 2024
Patrick J. Bartels, Jr.

The Board is responsible for overseeing our executive management team in the execution of its responsibilities and for assessing our approach to risk management. The Board exercises these responsibilities on an ongoing basis as part of its meetings and through the Audit Committee. Each member of the management team has direct access to the Board and the Audit Committee to ensure that all risk issues are frequently and openly communicated. The Board closely monitors the information it receives from management and provides oversight and guidance to our executive management team regarding the assessment and management of risk. For example, the Board regularly reviews our critical strategic, operational, legal and financial risks with management to set the tone and direction for ensuring appropriate risk taking within the business.

In addition, financial risks are overseen by our Audit Committee, which meets separately with representatives of our independent auditors to determine whether any material financial risks or any deficiencies in our internal controls over financial reporting have been identified and, if so, the executive management team’s plans to rectify or mitigate these risks. The Audit Committee also oversees risks related to our financial statements, the financial reporting process and accounting matters.

45Our Board and Audit Committee have access at all times to our management to discuss any matters of interest, including those related to risk. Those members of our executive management team who are most knowledgeable of the issues facing us also regularly attend Board and Audit Committee meetings to provide additional insight into items being discussed, including risk exposures. We believe that our Board leadership structure enables senior management to communicate identified risks to our Board and Audit Committee and affords a free flow of communication regarding risk identification and mitigation.

~~Table of Contents~~34

~~Report~~Table of ~~Independent Registered Public Accounting Firm~~Contents

~~Stockholders and Board of Directors~~

~~Trinity~~Director ~~Place Holdings Inc.~~Independence

~~New York, New York~~

~~Opinion~~All five of the directors on the ~~Consolidated~~Board ~~Financial~~shall ~~Statements~~be “independent directors”, in accordance with Section 803A of the NYSE American Company Guide.

We have audited the accompanying consolidated balance sheets of Trinity Place Holdings Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~Insider ~~for~~Trading ~~Opinion~~Policy

~~These~~We ~~consolidated~~have ~~financial~~adopted ~~statements~~an ~~are~~Insider ~~the~~Trading ~~responsibility~~Policy ofwhich governs the ~~Company’s~~purchase, ~~management.~~sale ~~Our~~and/or ~~responsibility~~any isother todispositions ~~express~~of anour ~~opinion~~securities onby the Company’s ~~consolidated~~and ~~financial~~its ~~statements~~directors, ~~based~~officers onand ~~our~~employees ~~audits.~~and Weis ~~are~~reasonably adesigned ~~public~~to ~~accounting~~promote ~~firm~~compliance ~~registered~~ with ~~the~~insider ~~Public~~trading ~~Company~~laws, ~~Accounting~~rules ~~Oversight~~and ~~Board~~regulations ~~(United States) (“PCAOB”)~~ and ~~are~~applicable ~~required~~exchange tolisting ~~be independent with respect to the Company in accordance with the U~~standards.S. ~~federal~~A ~~securities~~copy ~~laws~~of ~~and~~our ~~the~~Insider ~~applicable~~Trading ~~rules~~Policy ~~and~~is ~~regulations~~filed ofas ~~the~~Exhibit ~~Securities~~19.1 ~~and~~to ~~Exchange~~this ~~Commission~~Annual ~~and~~Report ~~the~~on ~~PCAOB~~Form 10-K.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risksItem 11. EXECUTIVE Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.COMPENSATION

~~Critical~~Summary ~~Audit~~Compensation ~~Matter~~Table

The ~~critical~~following ~~audit~~table ~~matter~~sets ~~communicated~~forth ~~below~~information isconcerning aall ~~matter~~compensation ~~arising~~awarded ~~from the current period audit of the consolidated financial statements that was communicated or required~~ to, beearned ~~communicated~~by ~~to the audit committee and that: (i) relates to accounts~~ or ~~disclosures~~paid ~~that are material~~ to ~~the consolidated financial statements and (ii) involved~~ our ~~especially~~named ~~challenging,~~executive ~~subjective~~officers, orfor ~~complex~~all ~~judgments.~~services ~~The~~rendered ~~communication of the critical audit matter does not alter~~ in ~~any~~all ~~way~~capacities ~~our~~to ~~opinion~~us ~~on the consolidated financial statements, taken as a whole,~~ and weour ~~are~~subsidiaries ~~not,~~for ~~by communicating~~ the ~~critical~~years ~~audit~~ended ~~matter~~December ~~below~~31, ~~providing~~2024 ~~separate~~and ~~opinions on the critical audit matter or on the accounts or disclosures to which it relates.~~2023:

Impairment Assessment of 77 Greenwich Development Project


	Fiscal					Stock		All Other
Name and Principal Position	Year	Salary		Bonus		Award(1)		Compensation			Total
Matthew Messinger⁽²⁾	2024	$	504,808	$	—	$	27,500	$	979,815	⁽³⁾	$	1,512,123
Former President and Chief Executive Officer	2023	$	750,000	$	340,000	$	162,800	$	15,304	⁽⁴⁾	$	1,268,104
Steven Kahn	2024	$	340,000	$	—	$	5,500	$	16,298	⁽⁵⁾	$	361,798
Chief Financial Officer	2023	$	340,000	$	55,000	$	33,300	$	15,856	⁽⁶⁾	$	444,156
Richard G. Pyontek	2024	$	180,000	$	—	$	1,320	$	10,745	⁽⁷⁾	$	192,065
Chief Accounting Officer, Treasurer and Secretary	2023	$	180,000	$	38,000	$	8,880	$	10,518	⁽⁸⁾	$	237,398

(1) The ~~Company’s~~amount ~~consolidated~~reflected ~~balance~~in ofthe ~~residential~~table ~~condominium~~represents ~~units~~the ~~for~~aggregate ~~sale~~grant ~~was~~date ~~approximately~~fair ~~$185~~value ~~million as~~ of ~~December~~stock ~~31,~~awards ~~2023.~~granted Asand ~~described~~calculated in ~~Note~~accordance 2with toFASB ~~the~~ASC ~~consolidated~~Topic ~~financial~~718. ~~statements,~~The ~~the~~annual ~~residential~~stock ~~condominium~~awards ~~units~~approved ~~for~~by ~~sale~~the Compensation Committee are ~~stated~~generally atgranted ~~the~~in ~~lower~~January of ~~cost~~each orfiscal ~~net~~year. ~~realizable~~The ~~value.~~grant ~~Management~~date ~~considers~~of ~~relevant~~the ~~cash~~stock ~~flows~~awards ~~relating~~included toin ~~budgeted~~this ~~project~~column ~~costs~~were ~~and~~January ~~estimated~~2, ~~costs~~2024, toand ~~complete~~January 3, ~~estimated~~2023. ~~sales~~On ~~velocity~~January 2, ~~expected~~2024, ~~proceeds~~the ~~from~~Compensation Committee approved the ~~sales~~grant of ~~completed~~an ~~condominium~~award ~~units~~of 250,000 ~~including~~RSUs ~~any~~to ~~potential~~Mr. ~~declines~~Messinger, in50,000 ~~market~~RSUs ~~values,~~to Mr. Kahn and ~~other~~12,000 ~~available~~RSUs ~~information~~to inMr. ~~assessing~~Pyontek. ~~whether~~On January 3, 2023, the 77Compensation ~~Greenwich~~Committee ~~development~~approved ~~project~~the isgrant ~~impaired.~~of ~~Residential~~an ~~condominium~~award ~~units~~of ~~are~~220,000 ~~evaluated~~RSUs ~~for~~to ~~impairment~~Mr. ~~based~~Messinger, on45,000 ~~the~~RSUs ~~contracted~~to ~~and~~Mr. ~~projected~~Kahn ~~sales~~and ~~prices~~12,000 ~~compared~~RSUs to ~~the~~Mr. ~~total~~Pyontek. ~~estimated~~For ~~cost~~additional toinformation ~~construct.~~on ~~Any~~the ~~calculated~~valuation ~~impairments~~assumptions ~~are~~refer ~~recorded~~to ~~immediately~~Note in12, ~~cost~~“Stock-Based Compensation” of ~~sales.~~the NoCompany’s ~~provision~~financial ~~for~~statements ~~impairment~~in ~~was~~the ~~recorded~~Annual ~~for~~Report ~~unsold~~on ~~residential~~Form ~~condominium~~10-K ~~units~~ for the fiscal year ended December 31, 2023.

(2) Mr. Messinger’s employment as President and Chief Executive Officer of the Company was terminated on August 16, 2024.

F-(3) The amount shown includes $900,000 for severance, $69,231 for unused vacation time, $1,430 for life insurance premiums and $9,154 for 401(k) plan matching contributions.

~~Table~~(4) ofThe ~~Contents~~amount shown includes $2,104 for life insurance premiums and $13,200 for 401(k) plan matching contributions.

We(5) ~~identified~~The ~~the~~amount ~~assessment~~shown ofincludes ~~impairment of the 77 Greenwich development project as a critical audit matter due to the subjectivity of management’s consideration of relevant cash flows~~$2,698 ~~specifically~~for ~~related~~life toinsurance ~~expected~~premiums ~~proceeds from the sale of completed condominium units. Auditing this element involved especially subjective auditor judgment due to the nature~~ and ~~extent of audit effort required to address this matter~~$13,600 ~~including~~for ~~the~~401(k) ~~extent~~plan ofmatching ~~specialized skills or knowledge needed~~contributions.

(6) The ~~primary~~amount ~~procedures~~shown weincludes ~~performed~~$2,656 tofor ~~address~~life ~~this~~insurance ~~critical~~premiums ~~audit~~and ~~matter~~$13,200 ~~included:~~for 401(k) plan matching contributions.

●(7) ~~Assessing~~The ~~the~~amount ~~reasonableness~~shown ofincludes ~~management’s~~$3,545 ~~consideration~~for oflife ~~expected~~insurance ~~proceeds~~premiums ~~from~~and ~~the~~$7,200 ~~sale~~for of401(k) ~~completed~~plan ~~condominium~~matching ~~units by evaluating the consistency of the expected sale proceeds with existing market information~~contributions.

●(8) ~~Utilizing~~The ~~personnel~~amount ~~with~~shown ~~specialized~~includes ~~skill~~$3,318 ~~and~~for ~~knowledge~~life ininsurance ~~valuation~~premiums toand ~~assist~~$7,200 ~~with~~for ~~the~~401(k) ~~evaluating~~plan ~~the~~matching ~~consistency of expected sales proceeds with existing market information~~contributions.

~~/s/ BDO USA, P.C.~~35

WeTable ~~have~~of ~~served as the Company's auditor since 2003.~~Contents

~~New~~Outstanding ~~York,~~Equity ~~New~~Awards ~~York~~at Fiscal Year End

~~March~~The 29following table sets forth certain information relating to outstanding equity awards for each named executive officer outstanding as of December 31, 2024:


	Number of
	Shares or			Market Value of
	Units of			Shares or Units of
	Stock that			Stock that have
	have not			not Vested
Named Executive Officer	Vested (#)			($)(3)
Matthew Messinger	—			—
Steven Kahn	72,500	⁽¹⁾	$	5,075
Richard Pyontek	18,000	⁽²⁾	$	1,260

(1) Granted pursuant to RSU agreements dated as of January 3, 2023, and January 2, 2024. The vesting dates of the outstanding RSU awards granted to Mr. Kahn are as follows, subject to the terms of the applicable RSU agreement: 47,500 and 25,000 underlying RSU awards vesting on January 1, 2025, and January 1, 2026, respectively.

F-(2) Granted pursuant to RSU agreements dated as of January 3, 2023, and January 2, 2024. The vesting dates of the outstanding RSU awards granted to Mr. Pyontek are as follows, subject to the terms of the applicable RSU agreement: 12,000 and 6,000 underlying RSU awards vesting on January 1, 2025, and January 1, 2026, respectively.

~~Table~~(3) Calculated based on $0.07 per share, which was the closing market price per share of ~~Contents~~our common stock as reported on the Over the Counter Pink Sheets (“OTCPK”) on December 31, 2024.

~~TRINITY~~Executive ~~PLACE~~Compensation ~~HOLDINGS INC.~~in Context

~~CONSOLIDATED~~Matthew ~~BALANCE~~Messinger, ~~SHEETS~~President and Chief Executive Officer

~~(In~~On ~~thousands~~October 1, ~~except~~2013, ~~par~~the ~~value~~Company entered into an employment agreement with Matthew Messinger, as amended on September 11, 2015, to serve as President and ~~share~~Chief ~~amounts)~~Executive Officer of the Company. With a view towards aligning the CEO’s interests with those of the Company’s creditors, Mr. Messinger’s compensation in his employment agreement was structured to ensure cash conservation for the Company by providing the majority of his compensation in the form of equity awards.

Mr. Messinger’s employment agreement provides that in the event his employment is terminated by the Company other than for cause, death or disability or if Mr. Messinger terminates his employment for good reason (as such terms are defined in the employment agreement), subject to his execution of a release of claims, he would be entitled to the following: (i) a lump sum payment equal to (1) the number of full twelve month periods Mr. Messinger was employed multiplied by (2) the sum of (x) six months base salary and (y) 50% of the average bonus paid to Mr. Messinger for the three calendar years prior to the date of termination, subject to a minimum and a maximum amount of $350,000 and $2,800,000, respectively, (ii) acceleration of vesting of any unvested RSU award and any other equity awards that have been granted as of the date of termination, and (iii) payment of an amount equal to the monthly premium for COBRA continuation coverage under our health, dental and vision plans for eighteen (18) months. In the event that Mr. Messinger’s employment terminates due to his death or disability, the portion of any outstanding RSU awards that would have vested during the 24-month period immediately following the termination of employment, will become vested as of the date of termination of employment.


	December 31,		December 31,
	2023		2022

ASSETS

Real estate, net	$	62,324	$	64,651
Residential condominium units for sale		184,561		202,999
Cash and cash equivalents		264		1,548
Restricted cash		8,081		20,507
Prepaid expenses and other assets, net		4,144		3,774
Investments in unconsolidated joint ventures		—		4,386
Receivables		356		262
Deferred rents receivable		307		163
Right-of-use asset		519		945
Intangible assets, net		6,952		7,692
Total assets	$	267,508	$	306,927

LIABILITIES

Loans payable, net	$	194,628	$	208,762
Corporate credit facility, net		40,791		34,429
Secured line of credit, net		11,750		9,750
Note payable		—		5,863
Accounts payable and accrued expenses		29,818		19,018
Pension liability		—		651
Lease liability		569		1,037
Warrant liability		—		76
Total liabilities		277,556		279,586

Commitments and Contingencies

STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding		—		—
Preferred stock, $0.01 par value; 2 shares authorized; no shares issued and outstanding at December 31, 2023 and December 31, 2022		—		—
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at December 31, 2023 and December 31, 2022		—		—
Common stock, $0.01 par value; 79,999,997 shares authorized; 44,965,083 and 43,448,384 shares issued at December 31, 2023 and December 31, 2022, respectively; 38,199,386 and 36,907,862 shares outstanding at December 31, 2023 and December 31, 2022, respectively		450		435
Additional paid-in capital		145,301		144,879
Treasury stock (6,765,697 and 6,540,522 shares at December 31, 2023 and December 31, 2022, respectively)		(57,637)		(57,461)
Accumulated other comprehensive loss		(2,257)		(3,626)
Accumulated deficit		(95,905)		(56,886)

Total stockholders’ (deficit) equity		(10,048)		27,341

Total liabilities and stockholders’ (deficit) equity	$	267,508	$	306,927

On April 26, 2024, the Company and Mr. Messinger entered into an amendment (the “Amendment”) to Mr. Messinger’s employment agreement, dated as of October 1, 2013, as amended (the “Employment Agreement”), and TPHGreenwich and Mr. Messinger entered into a consulting agreement (the “Consulting Agreement”). Under the Amendment, the Company agreed to make the following payments to Mr. Messinger in exchange for Mr. Messinger’s agreement to continue his employment as chief executive officer of the Company until the later of July 31, 2024 or the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, unless extended by the parties (the “Termination Date”), and

~~See~~Table ~~Notes to~~of ~~Consolidated Financial Statements~~Contents

that he will no longer have the right to terminate the Employment Agreement with Good Reason: (i) $300,000 within seven days of execution of the Amendment, (ii) $300,000 on August 1, 2024 and (iii) $300,000 on November 1, 2024. In addition, on the Termination Date, Mr. Messinger’s unvested restricted stock unit grants vested, and following the Termination Date, the Company will reimburse Mr. Messinger for COBRA continuation coverage for a period of 18 months. These payments, as well as the payments under the Consulting Agreement, will constitute full settlement with regards to any severance payable to Mr. Messinger under the Employment Agreement. All of these payments have been made to Mr. Messinger.

~~F-3~~

~~Table~~Mr. Messinger’s employment as President and Chief Executive Officer of ~~Contents~~the Company was terminated on August 16, 2024, however he remained as acting interim principal executive officer for SEC purposes. Mr. Messinger also remained a member of the board of directors and started receiving director compensation as of his termination date.

~~TRINITY~~Upon ~~PLACE~~the ~~HOLDINGS~~Termination Date, the Consulting Agreement automatically became effective. Under the Consulting Agreement, Mr. Messinger agreed to provide certain consulting services as an independent contractor to TPHGreenwich related to the properties owned by TPHGreenwich, in exchange for certain consulting payments as follows: upon the earlier to occur of June 1, 2026 and (i) the sale of the Company’s Paramus property, $200,000, (ii) the sale of the property at 237 11th ~~INC~~Street, Brooklyn, New York (the “237 11th Property”), $800,000, (iii) the receipt of the final certificate of occupancy at the 42 Trinity Place Condominium located at 77 Greenwich Street, New York, New York (the “77G Property”), $150,000, (iv) the receipt of the agreement by the builder to complete the façade remediation at the 77G Property, $150,000, (v) final completion of the façade remediation at the 77G Property, $200,000 and (vi) final resolution of the litigation related to the 237 11th Property (the “237 11th Litigation”), $400,000. The timing of the payments is conditioned on the existence of Available Cash (as defined in TPHGreenwich’s operating agreement) sufficient to make such payments; provided that TPHGreenwich must create a special reserve for payment of such amounts using the portion of the proceeds of the sale of the 237 11th Property or 237 11th Litigation distributed to TPHGreenwich by its subsidiaries which constitutes Available Cash. The Consulting Agreement will remain in effect until June 1, 2026, unless sooner terminated in accordance with its terms.

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~AND~~Steven ~~COMPREHENSIVE~~Kahn, ~~LOSS~~Chief Financial Officer

~~(In~~On ~~thousands~~September 16, ~~except~~2015, ~~per~~the ~~share~~Company ~~amounts)~~entered into an employment agreement with Steven Kahn to serve as Chief Financial Officer of the Company, effective as of September 21, 2015.

On February 20, 2025, the Company and Mr. Kahn entered into Separation Agreement and Release of Claims (the “Kahn Separation Agreement”) pursuant to which the Company and Mr. Kahn agreed that Mr. Kahn’s last day of employment will be upon the termination of the Asset Management Agreement, or April 4, 2025.


	For the Year Ended		For the Year Ended		For the Year Ended
	December 31,		December 31,		December 31,
	2023		2022		2021

Revenues
Rental revenues	$	5,942	$	5,502	$	3,225
Other income		177		182		355
Sales of residential condominium units		27,483		37,300		23,685

Total revenues		33,602		42,984		27,265

Operating Expenses
Property operating expenses		3,949		4,180		5,583
Real estate taxes		2,355		1,697		724
General and administrative		6,037		5,754		5,133
Pension related costs		(231)		548		67
Cost of sales - residential condominium units		27,257		35,236		22,370
Transaction related costs		206		163		—
Depreciation and amortization		3,739		4,018		4,003

Total operating expenses		43,312		51,596		37,880

Operating loss		(9,710)		(8,612)		(10,615)

Equity in net (loss) income from unconsolidated joint ventures		(4)		804		(555)
Equity in net gain on sale of unconsolidated joint venture property		3,065		4,490		—
Unrealized gain on warrants		73		1,070		73
Interest expense, net		(29,229)		(15,701)		(7,922)
Interest expense - amortization of deferred finance costs		(3,031)		(2,453)		(1,521)

Loss before taxes		(38,836)		(20,402)		(20,540)

Tax expense		(183)		(288)		(265)

Net loss attributable to common stockholders	$	(39,019)	$	(20,690)	$	(20,805)

Other comprehensive loss:

Unrealized gain (loss) on pension liability		1,369		(2,283)		816
Comprehensive loss attributable to common stockholders	$	(37,650)	$	(22,973)	$	(19,989)

Loss per share - basic and diluted	$	(1.02)	$	(0.56)	$	(0.62)

Weighted average number of common shares - basic and diluted		38,356		37,224		33,322

Pursuant to the Kahn Separation Agreement, Mr. Kahn entered into a general release of claims of any and all claims he may have against the Company. In addition, pursuant to the Kahn Separation Agreement, Mr. Kahn is entitled to the following benefits: (A) an aggregate severance payment equal to $162,928, which includes payment for (i) severance; (ii) a retention bonus; (iii) unused vacation days; and (iv) payment for unvested shares of the Company’s stock and/or cancellation of all stock and equity incentive plan awards held by Mr. Kahn and (B), if Mr. Kahn chooses to enroll in Consolidated Omnibus Budget and Reconciliation Act, as amended (“COBRA”) coverage with respect to any prior health benefits, the Company shall pay for the first three (3) months of such COBRA coverage.

The Kahn Separation Agreement includes customary non-disparagement and cooperation provisions.

~~See~~The ~~Notes~~ foregoing summary is qualified in its entirety by reference to ~~Consolidated~~the ~~Financial~~Kahn ~~Statements~~Separation Agreement, which is filed as exhibit 10.28 to this Annual Report on Form 10-K.

~~F-4~~Table of Contents

~~Table~~Richard ofPyontek, ~~Contents~~Chief Accounting Officer, Treasurer and Secretary

~~TRINITY~~On ~~PLACE~~June ~~HOLDINGS INC~~24, 2011, our predecessor Syms Corp. entered into an offer letter with Richard Pyontek, who has served with the Company and its predecessor since the period prior to the bankruptcy proceedings.

~~CONSOLIDATED~~On ~~STATEMENTS~~March OF14, ~~STOCKHOLDERS’~~2025, ~~EQUITY~~the Company and Mr. Pyontek entered into Separation Agreement and Release of Claims (~~DEFICIT~~the “Pyontek Separation Agreement”) pursuant to which the Company and Mr. Pyontek agreed that Mr. Pyontek’s last day of employment will be upon the termination of the Asset Management Agreement, or April 4, 2025.

(Pursuant to the Pyontek Separation Agreement, Mr. Pyontek entered into a general release of claims of any and all claims he may have against the Company. In ~~thousands~~addition, pursuant to the Pyontek Separation Agreement, Mr. Pyontek is entitled to the following benefits: (A) an aggregate severance payment equal to $91,338, which includes payment for (i) severance; (ii) a retention bonus; (iii) unused vacation days; and (iv) payment for unvested shares of the Company’s stock and/or cancellation of all stock and equity incentive plan awards held by Mr. Pyontek and (B), if Mr. Pyontek chooses to enroll in COBRA coverage with respect to any prior health benefits, the Company shall pay for the first three (3) months of such COBRA coverage.

The Pyontek Separation Agreement includes customary non-disparagement and cooperation provisions.


											Accumulated
				Additional							Other
	Common Stock			Paid-In		Treasury Stock			Accumulated		Comprehensive
	Shares	Amount		Capital		Shares	Amount		Deficit		Loss		Total

Balance as of December 31, 2020	38,345	$	383	$	135,978	(6,173)	$	(56,791)	$	(15,391)	$	(2,159)	$	62,020

Net loss available to common stockholders	—		—		—	—		—		(20,805)		—		(20,805)
Settlement of stock awards	535		5		—	(225)		(375)		—		—		(370)
Unrealized gain on pension liability	—		—		—	—		—		—		816		816
Sale of common stock	4,144		42		7,597	—		—		—		—		7,639
Stock-based compensation expense	—		—		707	—		—		—		—		707

Balance as of December 31, 2021	43,024	$	430	$	144,282	(6,398)	$	(57,166)	$	(36,196)	$	(1,343)	$	50,007

Net loss available to common stockholders	—		—		—	—		—		(20,690)		—		(20,690)
Settlement of stock awards	424		5		—	(143)		(295)		—		—		(290)
Unrealized loss on pension liability	—		—		—	—		—		—		(2,283)		(2,283)
Stock-based compensation expense	—		—		597	—		—		—		—		597

Balance as of December 31, 2022	43,448	$	435	$	144,879	(6,541)	$	(57,461)	$	(56,886)	$	(3,626)	$	27,341

Net loss available to common stockholders	—		—		—	—		—		(39,019)		—		(39,019)
Settlement of warrants	750		8		(5)	—		—		—		—		3
Settlement of stock awards	767		7		82	(225)		(176)		—		—		(87)
Unrealized gain on pension liability	—		—		—	—		—		—		1,369		1,369
Stock-based compensation expense	—		—		345	—		—		—		—		345

Balance as of December 31, 2023	44,965	$	450	$	145,301	(6,766)	$	(57,637)	$	(95,905)	$	(2,257)	$	(10,048)

The foregoing summary is qualified in its entirety by reference to the Pyontek Separation Agreement, which is filed as exhibit 10.29 to this Annual Report on Form 10-K.

Stock Ownership Guidelines for Officers

~~See~~In ~~Notes~~ view of the Company’s current business and plans the Board has determined it is prudent to ~~Consolidated~~suspend ~~Financial~~the ~~Statements~~Company’s stock ownership guidelines.

Insider Trading Policy

~~F-5~~Our Board of Directors has adopted an insider trading policy governing the purchase, sale, or other dispositions of the Company’s securities by directors, officers and employees. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

~~Table~~Anti-Hedging ofPolicy; ~~Contents~~Anti-Pledging Policy

~~TRINITY~~The ~~PLACE~~Company’s ~~HOLDINGS INC~~insider trading policy prohibits transactions designed to limit or eliminate economic risks to our named executive officers from owning the Company’s common stock, such as transactions involving options, puts, calls, or other derivative securities tied to the Company’s common stock. Our insider trading policy also prohibits the pledging of Company stock, including use as collateral for a margin loan, by directors, officers, employees, and consultants of the Company and its subsidiaries.

~~CONSOLIDATED~~Timing ~~STATEMENTS~~of ~~OF CASH FLOWS~~Awards

~~(In~~The ~~thousands)~~Company does not grant options or stock appreciation rights to directors, officers, or employees as part of its compensation program.


	For the		For the		For the
	Year Ended		Year Ended		Year Ended
	December 31,		December 31,		December 31,
	2023		2022		2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to common stockholders	$	(39,019)	$	(20,690)	$	(20,805)
Adjustments to reconcile net loss attributable to common stockholders to net cash (used in) provided by operating activities:
Depreciation and amortization and amortization of deferred finance costs		6,770		6,471		5,524
Other non-cash adjustment - paid-in-kind interest		5,532		4,651		1,850
Stock-based compensation expense		459		553		530
Gain on sale of joint venture real estate		(3,065)		(4,490)		—
Deferred rents receivable		(144)		(49)		(24)
Other non-cash adjustments - pension expense		—		—		816
Unrealized gain on warrants		(73)		(1,070)		(73)
Equity in net loss (income) from unconsolidated joint ventures		4		(804)		555
Distributions from unconsolidated joint ventures		—		1,428		885
Decrease (increase) in operating assets:
Residential condominium units for sale		18,523		15,600		(11,450)
Receivables		(94)		(178)		882
Prepaid expenses and other assets, net		574		(1,783)		(257)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses		5,059		1,712		1,617
Pension liability		—		—		(1,288)
Net cash (used in) provided by operating activities		(5,474)		1,351		(21,238)

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate		(171)		(93)		(140)
Net proceeds from sale of unconsolidated joint venture		7,240		17,418		—
Net cash provided by (used in) investing activities		7,069		17,325		(140)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans and corporate credit facility		5,376		30,239		249,984
Proceeds from secured line of credit		2,000		500		8,200
Payment of finance costs		—		—		(6,552)
Repayment of loans		(16,613)		(48,415)		(225,547)
Repayment of note payable		(5,863)		—		—
Repayment of secured line of credit		—		(3,500)		(3,200)
Settlement of stock awards		(208)		(290)		(370)
Settlement of warrants		3		—		—
Sale of common stock, net		—		—		7,639
Net cash (used in) provided by financing activities		(15,305)		(21,466)		30,154

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(13,710)		(2,790)		8,776
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		22,055		24,845		16,069
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	8,345	$	22,055	$	24,845

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD	$	1,548	$	4,310	$	6,515
RESTRICTED CASH, BEGINNING OF PERIOD		20,507		20,535		9,554
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	$	22,055	$	24,845	$	16,069

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	264	$	1,548	$	4,310
RESTRICTED CASH, END OF PERIOD		8,081		20,507		20,535
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	8,345	$	22,055	$	24,845

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for: Interest	$	11,690	$	12,711	$	16,042
Cash paid during the period for: Taxes	$	242	$	381	$	395

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capitalized amortization of deferred financing costs and warrants	$	78	$	1,572	$	3,193
Capitalized stock-based compensation expense	$	7	$	44	$	122
Unrealized gain (loss) on pension liability	$	1,369	$	(2,283)	$	—
Loan forgiveness	$	—	$	—	$	243

Clawback Policy

~~See~~In ~~Notes~~2023, the Board adopted a clawback policy effective as of October 2, 2023 that provides for the recovery of all erroneously awarded compensation received by an executive officer in the event of an accounting restatement due to ~~Consolidated~~material ~~Financial~~noncompliance ~~Statements~~with any financial reporting requirement under the securities laws, as required under Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and the NYSE American listing standards.

~~F-6~~Table of Contents

~~Table~~Director ~~of Contents~~Compensation

~~Trinity~~Prior ~~Place~~to ~~Holdings Inc~~June 11, 2024, our director compensation program for non-employee directors was comprised of (i) annual retainer fees and (ii) chair and committee membership fees. With respect to both annual retainer fees and chair/committee fees, two-thirds are paid in cash and one-third is paid in shares of common stock. With respect to the equity portion of the fees, the grant date was the first business day of the next succeeding fiscal quarter, and the valuation for such grants was the closing price on the last trading day of the prior quarter.

~~Notes to~~Annual ~~Consolidated~~Retainer ~~Financial Statements~~Fees

~~December~~● 31$53,333 ~~2023~~in cash; and

~~NOTE 1 –~~● ~~BASIS~~$26,667 OFin ~~PRESENTATION~~shares of our common stock.

~~General~~Chair ~~Business~~and ~~Plan~~Committee Membership Fees

Trinity Place Holdings Inc., which we refer to in these financial statements as “Trinity,” “we,” “our,” or “us”, is a real estate holding, investment, development and asset management company. Our largest asset is a property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”), which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. We also own a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York (“237 11th”), as well as a property occupied by retail tenants in Paramus, New Jersey.

We also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (“Syms”), including FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, we had approximately $316.6 million of federal net operating loss carryforwards (“NOLs”) at December 31, 2023, as well as approximately $318.3 million of various state and local NOLs, which can be used to reduce our future taxable income and capital gains.


	Chair		Member
	($)		($)
Board of Directors	$	15,000	$	—
Audit Committee	$	15,000	$	7,500
Compensation Committee	$	10,000	$	5,000
Nominating & Corporate Governance Committee	$	8,000	$	4,000
Transaction Committee	$	11,500	$	7,500

~~Square footage, leased occupancy percentage and residential unit disclosures in the notes to consolidated financial statements are unaudited.~~

~~NOTE 2 –~~On ~~SUMMARY~~June OF11, ~~SIGNIFICANT~~2024, ~~ACCOUNTING~~the ~~POLICIES~~Board adopted a new director compensation program for its non-employee directors, comprised of annual retainer fees and chair fees to be paid in cash as follows:

~~Basis~~Annual ofRetainer ~~Presentation~~Fee:

a. Principles of Consolidation - The consolidated financial statements include our accounts and those of our subsidiaries which are or were wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities$80, but where we are not the primary beneficiary, are accounted for under the equity method. Accordingly, our share of the earnings or losses of our unconsolidated joint ventures, The Berkley, which was sold in April 2022, and 250 North 10th, which was sold in February 2023, are included in our consolidated statements of operations and comprehensive loss (see Note 14 – Investments in Unconsolidated Joint Ventures for further information). All significant intercompany balances and transactions have been eliminated.000

WeAnnual ~~are~~Chair required to consolidate a variable interest entity (the “VIE”) in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of December 31, 2023, we had no interests in VIEs.Fees:

b. Investments in Unconsolidated Joint Ventures - We accounted for our investments in unconsolidated joint ventures, namely, The Berkley, which was sold in April 2022, and 250 North 10th, which was sold in February 2023, under the equity method of accounting (see Note 14 - Investments in Unconsolidated Joint Ventures for further information).

c. Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates (see Note 2g. Residential Condominium Units for Sale for further discussion).


		Chair
		($)
Board of Directors	$	15,000
Audit Committee	$	15,000
Compensation Committee	$	5,000
Nominating & Corporate Governance Committee	$	5,000

~~d. Reportable Segments - We operate in one reportable segment, commercial real estate.~~

~~e. Concentrations~~All ofcompensation ~~Credit~~is ~~Risk -~~payable ~~Our~~on ~~financial~~a ~~instruments~~quarterly ~~that~~basis ~~are~~in ~~exposed~~arrears, toon ~~concentrations~~the offirst ~~credit~~business ~~risk~~day ~~consist primarily~~ of ~~cash~~the ~~and~~next ~~cash~~succeeding ~~equivalents.~~fiscal ~~We hold substantially all of our cash and cash equivalents in banks~~quarter. ~~Such cash balances at times exceed federally insured limits.~~

~~f. Real~~Directors ~~Estate -~~do ~~Real~~not ~~estate~~receive ~~assets~~any ~~are~~additional ~~stated~~compensation atfor ~~historical~~attending ~~cost,~~board ~~less~~meetings ~~accumulated~~or ~~depreciation~~board ~~and~~committee ~~amortization~~meetings. All ~~costs~~non-employee ~~related~~members toof the ~~improvement~~Board ~~or replacement~~ of ~~real~~Directors ~~estate~~are ~~properties~~reimbursed ~~are~~for ~~capitalized.~~reasonable ~~Additions,~~out-of-pocket ~~renovations~~costs and ~~improvements~~expenses ~~that~~incurred ~~enhance~~in ~~and/or~~attending ~~extend~~meetings of the ~~useful~~Board ~~life~~ of aDirectors ~~property are also capitalized. Expenditures for ordinary maintenance, repairs~~ and ~~improvements~~its ~~that do~~ committees.

~~F-7~~Directors may elect to receive shares of the Company’s common stock in lieu of all of the cash portion of their fees; provided, that such election is made prior to January 1 of the applicable year. Once made, an election will be in effect for succeeding years, unless changed by the director.

~~Table~~Directors may elect to defer all, but not less than all, of ~~Contents~~the equity portion of their annual retainers and chair and committee fees until such time as the director leaves the Board in accordance with our Deferral Plan on an annual basis. In such case, the director will have a fully vested right to receive the deferred shares at the time that the director ceases to serve as a director. Directors will receive dividend equivalents with respect to the deferred shares, meaning that the directors will

not materially prolong the useful life of an asset are charged to operations as incurred. Depreciation and amortization are determined using the straight-line method over the estimated useful lives as described in the table below:39

Table of Contents


Category		Terms
Buildings and improvements		10 - 39 years
Tenant improvements		Shorter of remaining term of the lease or useful life
Furniture and fixtures		5 - 8 years

receive the right to receive additional shares in lieu of any dividend that would have been paid had the shares not been deferred, based on the stock price at the time the dividends are paid to stockholders. The additional deferred shares also will be paid at the same time the director ceases to serve as a director. As of December 31, 2024, the Company had not paid a dividend. As of December 31, 2024, a total of 917,702 shares have been deferred under the Deferral Plan.

Shares of common stock, whether or not deferred, are granted to non-employee directors pursuant to and in accordance with the provisions of the Stock Incentive Plan, and deferrals are made pursuant to the Deferral Plan.

g.Matthew ~~Residential~~Messinger’s ~~Condominium~~employment ~~Units~~as ~~for~~President ~~Sale~~and -Chief WeExecutive ~~capitalize~~Officer ~~certain~~of ~~costs related to~~ the ~~development~~Company ~~and~~was ~~redevelopment~~terminated ofon ~~real~~August ~~estate including initial project acquisition costs~~16, ~~pre-construction costs and construction costs for each specific property. Additionally~~2024, webut ~~capitalize~~he ~~operating~~remained ~~costs,~~a ~~interest,~~member ~~real estate taxes, insurance and compensation and related costs~~ of ~~personnel directly involved with~~ the ~~specific~~board ~~project related to real estate that is under development. Capitalization~~ of ~~these~~directors ~~costs begin when the activities~~ and ~~related~~started ~~expenditures~~receiving ~~commence,~~director ~~and~~compensation ~~cease~~ as ~~the condominium units receives its temporary certificates~~ of ~~occupancy~~his ~~(“TCOs”)~~termination date.

77During ~~Greenwich~~the isyear aended ~~condominium development project which includes residential condominium units that are ready for sale. Residential condominium units for sale as of~~ December 31, ~~2023 and 2022 includes 77 Greenwich~~2024, ~~and~~our innon-employee ~~all~~directors ~~cases,~~received excludes costs of development for the residential condominium units at 77 Greenwich that were sold. The residential condominium units for sale are stated at the lower of cost or net realizable value. Management considers relevant cash flows relating to budgeted project costs and estimated costs to complete, estimated sales velocity, expected proceeds from the sales of completed condominium units, including any potential declines in market values, and other available information in assessing whether the 77 Greenwich development project is impaired. Residential condominium units are evaluated for impairment based on the contracted and projected sales prices compared to the total ~~estimated~~compensation ~~cost~~as toshown ~~construct. Any calculated impairments are recorded immediately~~ in ~~cost of sales. No provision for impairment was recorded for our unsold residential condominium units for~~ the ~~years~~following ~~ended December 31, 2023 or 2022~~table.

h. Valuation of Long-Lived Assets - We periodically review long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We consider relevant cash flow, management’s strategic plans and significant decreases, if any, in the market value of the asset and other available information in assessing whether the carrying value of the assets can be recovered. When such events occur, we compare the carrying amount of the asset to the undiscounted expected future cash flows, excluding interest charges, from the use and eventual disposition of the asset. If this comparison indicates an impairment, the carrying amount would then be compared to the estimated fair value of the long-lived asset. An impairment loss would be measured as the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. We considered all the aforementioned indicators of impairment for our real estate and condominium units for sale for the years ended December 31, 2023 and 2022, respectively, and no provision for impairment was recorded during the years ended December 31, 2023 or 2022, respectively.


	Fees Earned
	or Paid in		Stock Awards		Total
	Cash ($)		($)(1)		($)
Patrick J. Bartels, Jr ⁽²⁾	$	30,406	$	15,198	$	45,604
Daniel C. Bartok	$	—	$	—	$	—
Jeffrey B. Citrin⁽³⁾	$	15,183	$	36,711	$	51,894
Alan Cohen⁽⁴⁾	$	22,039	$	9,693	$	31,732
Alexander C. Matina	$	92,340	$	15,003	$	107,343
Matthew Messinger	$	29,783	$	—	$	29,783
Joanne M. Minieri	$	86,720	$	13,843	$	100,563
Keith Pattiz	$	52,769	$	36,904	$	89,673

~~i. Fair Value Measurements - We determine fair value in accordance with Accounting Standards Codification~~ (~~“ASC”~~1) ~~820,~~Based ~~“Fair~~on ~~Value~~the ~~Measurement,”~~closing ~~for~~stock ~~financial~~price ~~assets~~on ~~and~~the ~~liabilities.~~day ~~This~~prior ~~standard~~to ~~defines~~the ~~fair~~grant ~~value, provides guidance for measuring fair value and requires certain disclosures~~date.

~~Fair~~(2) ~~value~~Patrick isBartels ~~defined~~resigned as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from ~~such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment,~~ the ~~degree~~board of ~~which~~directors iseffective ~~dependent~~June on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities disclosed at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels11, ~~which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to the fair valuation of these assets and liabilities~~2024. ~~Determining which category an asset or liability falls within the hierarchy requires significant judgment and we evaluate our hierarchy disclosures each quarter.~~

~~Level~~(3) 1Jeffrey -B. ~~Valuations~~Citrin ~~based~~resigned onfrom ~~quoted~~the ~~prices~~board ~~for~~of ~~identical~~directors ~~assets~~effective ~~and~~July ~~liabilities~~24, ~~in active markets~~2024.

~~Level~~(4) 2Alan -Cohen ~~Valuations~~resigned ~~based~~from onthe ~~observable~~board ~~inputs~~of ~~other~~directors ~~than~~effective ~~quoted~~April ~~prices included in Level 1~~26, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data2024.

~~F-8~~

~~Table~~The table below shows the aggregate number of ~~Contents~~stock awards granted to our non-employee directors for the year ended December 31, 2024.

Level 3 - Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.


		Stock Awards
		(In Shares)⁽¹⁾
Patrick J. Bartels, Jr		102,428
Daniel C. Bartok		—
Jeffrey B. Citrin		277,648
Alan Cohen		70,810
Alexander C. Matina		113,473
Matthew Messinger		—
Joanne M. Minieri		104,699
Keith Pattiz		279,109

~~j. Cash~~(1) ~~and~~Receipt ~~Cash~~of ~~Equivalents -~~an ~~Cash~~aggregate ~~and~~of ~~cash~~448,751 ~~equivalents~~shares ~~include~~was ~~securities~~deferred ~~with~~under ~~original~~the ~~maturities~~Deferral ~~of three months or less when purchased~~Plan.

k. Restricted Cash - Restricted cash represents amounts required to be restricted under our loan agreements, letter of credit (see Note 11 - Loans Payable and Secured Line of Credit for further information), deposits on residential condominium sales at 77 Greenwich, condominium sales proceeds that have not yet been transferred to the lender and tenant related security deposits.

l. Revenue Recognition - Leases with tenants are accounted for as operating leases. Minimum rents are recognized on a straight-line basis over the term of the respective lease, beginning when the tenant takes possession of the space. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable. In addition, retail leases typically provide for the reimbursement of real estate taxes, insurance and other property operating expenses. As lessor, when reporting revenue, we have elected to combine the lease and non-lease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC Topic 842. Lease revenues and reimbursement of real estate taxes, insurance and other property operating expenses are presented in the consolidated statements of operations and comprehensive loss as “rental revenues.” Also, these reimbursements of expenses are recognized within revenue in the period the expenses are incurred. We assess the collectability of our accounts receivable related to tenant revenues. We applied the guidance under ASC 842 in assessing our lease payments: if collection of rents under specific operating leases is not probable, then we recognize the lesser of that lease’s rental income on a straight-line basis or cash received, plus variable rents as earned. Once this assessment is completed, we apply a general reserve, as provided under ASC 450-20, if applicable.

m.Table Stock-Based Compensation – We have granted stock-based compensation, which is described below in Note 13 – Stock-Based Compensation. Stock-based compensation cost is measured at the grant date, based on the fair value of the award on that date, and is expensed at the grant date (for the portion that vests immediately) or ratably over the related vesting periods. Shares that are forfeited are added back into the pool of shares available under the Stock Incentive Plan, and any recorded expense related to forfeited shares are reversed in the year of forfeiture.Contents

nItem 12. SECURITY ~~Income~~OWNERSHIP ~~Taxes~~OF -CERTAIN WeBENEFICIAL ~~account~~OWNERS ~~for~~AND ~~income~~MANAGEMENT ~~taxes~~AND ~~under~~RELATED ~~the~~STOCKHOLDER asset and liability method as required by the provisions of ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not.MATTERS

~~ASC~~The ~~740-10-65~~following ~~addresses~~tables ~~the~~set ~~determination~~forth ofcertain ~~whether~~information ~~tax~~regarding ~~benefits~~the ~~claimed~~beneficial orownership ~~expected~~of toour bevoting ~~claimed~~securities onas aof ~~tax~~March ~~return should be recorded in the financial statements. Under ASC 740-10-65~~24, we2025 ~~may~~of ~~recognize~~(i) ~~the~~each ~~tax~~person ~~benefit~~known ~~from~~to anus ~~uncertain~~to ~~tax~~beneficially ~~position~~own ~~only if it is~~ more ~~likely~~ than ~~not~~5% ~~that~~of ~~the~~our ~~tax~~voting ~~position~~securities, ~~will~~(ii) beeach ~~sustained~~director onand ~~examination~~director bynominee ~~the taxing authorities based on the technical merits~~ of the ~~position.~~Company, ~~The~~(iii) ~~tax~~each ~~benefits~~named ~~recognized~~executive inofficer ~~the~~and ~~financial~~(iv) ~~statements~~all ~~from~~directors ~~such~~and aexecutive ~~position~~officers ~~should~~of ~~be measured based on~~ the ~~largest~~Company ~~benefit~~as ~~that has~~ a ~~greater than fifty percent likelihood of being realized upon ultimate settlement~~group. ~~ASC~~Except ~~740-10-65~~as ~~also~~otherwise ~~provides~~described ~~guidance~~in onthe ~~de-recognition,~~notes ~~classification~~below, ~~interest~~to ~~and~~our ~~penalties on income taxes~~knowledge, ~~accounting~~the inbeneficial ~~interim~~owners ~~periods~~have ~~and~~sole ~~increased~~voting ~~other~~power ~~disclosures. As of both December 31, 2023~~ and ~~2022,~~sole weinvestment ~~had~~power ~~determined that no liabilities are required in connection~~ with ~~unrecognized~~respect ~~tax positions. As of December 31, 2023, our tax returns for the years ended December 31, 2019 through December 31, 2022 are subject~~ to ~~review~~all byshares ~~the~~set ~~Internal~~forth ~~Revenue~~opposite ~~Service.~~their ~~Our~~respective ~~state returns are open to examination for the years December 31, 2018 or 2019 through December 31, 2022, depending on the jurisdiction~~names.

~~F-9~~Ownership of Common Stock

~~Table of Contents~~

We are subject to certain federal, state and local income and franchise taxes.


	Number of
	Shares of
	Common Stock
	Beneficially		Percent of
Name and Address of Beneficial Owner⁽¹⁾	Owned		Class⁽²⁾
Executive Officers and Directors
Steven Kahn	178,220		*
Richard G. Pyontek	45,583		*
Alexander C. Matina	389,367	⁽³⁾	*
Joanne M. Minieri	363,064		*
Joseph Martin⁽⁴⁾	—		—
Jack L. Howard⁽⁴⁾	—		—
Jeffrey S. Wald	—		—
All executive officers and directors as a group (7 individuals)	976,234	⁽⁵⁾	1.5	%
Greater than 5% Stockholders
Steel IP Investments, LLC⁽⁴⁾	26,162,245		39.5	%
MFP Partners, L.P.	8,232,617	⁽⁶⁾	12.4	%
Third Avenue Management LLC	3,475,472	⁽⁷⁾	5.2	%

~~o. Loss~~* ~~Per~~Represents ~~Share -~~less Wethan ~~present~~1% ~~both~~of ~~basic and diluted loss per share. Basic loss per share is computed by dividing net loss attributable to common stockholders by~~ the ~~weighted average number of~~ shares ~~of common stock~~ outstanding ~~for the period~~. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. 6,429,000 and 7,179,000 warrants exercisable at $4.31 per share were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the years ended December 31, 2023 and 2022, respectively. Shares issuable at December 31, 2023 comprising 52,015 restricted stock units that have vested but not yet settled were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the year ended December 31, 2023. Shares issuable at December 31, 2022 comprising 238,060 restricted stock units that have vested but not yet settled were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the year ended December 31, 2022.

~~p. Deferred~~(1) ~~Finance~~The ~~Costs –~~business ~~Capitalized~~address ~~and deferred finance costs represent commitment fees, legal, title and other third party costs associated with obtaining commitments for mortgage financings which result in a closing~~ of ~~such~~the ~~financing.~~individuals ~~These~~named ~~costs are being offset against loans payable~~ in ~~the~~this ~~consolidated~~table ~~balance~~is ~~sheets~~c/o ~~for~~Trinity ~~mortgage~~Place ~~financings~~Holdings ~~and was fully amortized at December 31, 2023 and an unamortized balance of $ $2~~Inc.~~1 million at December 31~~, ~~2022.~~340 ~~Costs~~Madison ~~for our corporate credit facility are being offset against corporate credit facility~~Avenue, ~~net,~~Suite ~~in the consolidated balance sheets and had an unamortized balance of $334~~3C,~~000~~ ~~and~~New ~~$1.3 million at December 31~~York, ~~2023~~New ~~and~~York ~~2022, respectively~~10173. Unamortized deferred finance costs are expensed when the associated debt is refinanced with a new lender or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not close.

~~q. Deferred~~(2) ~~Lease~~As ~~Costs – Deferred lease costs consist~~ of ~~fees~~March ~~and~~24, ~~incremental~~2025, ~~costs incurred to initiate and renew retail operating leases and are amortized to depreciation and amortization on~~ a ~~straight-line~~total ~~basis~~of ~~over~~66,247,266 ~~the~~shares ~~related~~of ~~non-cancelable~~common ~~lease~~stock ~~term.~~were ~~Lease costs incurred under our residential leases are expensed as incurred~~outstanding.

~~r. Underwriting~~(3) ~~Commissions~~Includes ~~and~~22,270 ~~Costs –~~shares ~~Underwriting~~of ~~commissions~~common ~~and~~stock ~~costs~~issuable ~~incurred~~within in60 ~~connection~~days ~~with~~of ~~our~~March ~~stock~~24, ~~offerings~~2025 ~~are~~in ~~reflected~~accordance aswith athe ~~reduction~~terms of ~~additional~~the ~~paid~~Company’s Non-~~in-capital~~Employee ~~in stockholders~~Directors’ ~~equity.~~Deferral Program (the “Deferral Plan”).

(4) ~~Accounting~~The ~~Standards~~Purchaser, ~~Updates~~an affiliate of Steel, owns approximately 39.5% of the outstanding shares of common stock. Messrs. Howard and Martin are executive officers of Steel and disclaim beneficial ownership of the shares expected to be purchased in connection with the transaction with Steel.

~~Recently~~(5) ~~Issued~~Includes ~~Accounting~~22,270 ~~Pronouncements~~shares of common stock issuable within 60 days of March 24, 2025 in accordance with the terms of the Company’s Deferral Plan.

(6) This information is derived from a Form 4 filed with the SEC on February 10, 2025. MFP Investors LLC is the general partner of MFP Partners, L.P. Jennifer Cook Price is managing director of MFP Partners, L.P. and managing member and managing director of MFP Investors LLC. Alexander C. Matina, a director of the Company, is a consultant to MFP Investors LLC. The address of MFP Partners, L.P. is 909 Third Avenue, 33rd Floor, New York, NY 10022.

~~In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting~~ (~~Topic 280~~7) -Reflects ~~Improvements~~shares ~~to Reportable Segment Disclosures. ASU 2023-07 amends the reportable segment disclosure requirements to enhance disclosures about significant segment expenses. The objective~~ of ~~the~~common ~~amendment~~stock isheld ~~to improve financial reporting~~ by ~~requiring~~Third ~~disclosure~~Avenue of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendment will require that a public entity discloseTrust, on anbehalf ~~annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure~~ of ~~segment~~Third ~~profit~~Avenue orReal ~~loss~~Estate ~~(collectively~~Value ~~referred to as the "significant expense principle")~~Fund. ~~Additionally,~~Third ~~the~~Avenue ~~amendment~~Management ~~will~~LLC ~~require~~is ~~an entity to disclose an amount for "other segment items" by reportable segment and~~ a ~~description~~registered ofinvestment ~~its~~advisor ~~composition~~that asacts ~~well~~ as ~~required disclosures about a reportable segment's profit or loss and assets in interim periods. Lastly, the amendment will require a public entity to disclose the title and position of the CODM and~~ an ~~explanation~~adviser ~~of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding~~ to ~~allocate~~clients ~~resources.~~including ~~ASU~~Third ~~2023-07~~Avenue ~~is effective for fiscal years beginning after December 15~~Trust, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of ASU 2023-07 on ~~our~~behalf ~~consolidated financial statements, but do not believe the adoption~~ of ~~this~~Third ~~standard~~Avenue ~~will~~Real ~~have~~Estate aValue ~~material~~Fund. ~~impact~~Third onAvenue ~~our~~Management ~~consolidated~~LLC ~~financial~~has ~~statements~~sole ~~other than additional disclosures.~~voting

InTable ~~December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The objective~~ of the amendments in ASU 2023-09 related to the rate reconciliation and income taxes paid disclosures are to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. The amendment will require that public entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the amendment will require that all entities disclose on an annual basis the amount of taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes as well as disaggregated by individual jurisdictions that meet a quantitative threshold. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024. Early adoption and retrospective application is permitted. We Contents

~~F-10~~and dispositive power over all of the shares. The chair of our audit committee, Joanne M. Minieri, was appointed to our Board of Directors by Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund, but is not a representative of Third Avenue Management LLC, or Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund. The address of Third Avenue Management LLC is 675 Third Avenue, New York, NY 10017.

~~Table~~Ownership of ~~Contents~~Special Stock

~~are~~The ~~currently~~following ~~evaluating~~table ~~the~~sets ~~impact~~forth ofas ~~the adoption~~ of ~~ASU~~March ~~2023-09~~24, ~~on our consolidated financial statements~~2025, ~~but~~the doname ~~not~~and ~~believe~~address of the ~~adoption~~holder of ~~this~~the ~~standard~~one ~~will~~share ~~have~~of ~~a material impact on~~ our ~~consolidated~~special ~~financial statements.~~stock:

Title of Class	Beneficial Owner	Number of Shares of Special Stock Beneficially Owned	Percent of Class
Special Stock	Third Avenue Trust, on	1	100%
	behalf of
	Third Avenue Real Estate
	Value Fund
	622 Third Avenue
	New York, NY 10017

~~NOTE 3 – RESIDENTIAL CONDOMINIUM UNITS FOR SALE~~

Residential condominium units for sale as of December 31, 2023 and 2022 includes 77 Greenwich, and in all cases, excludes costs of development for the residential condominium units at 77 Greenwich that were sold. Closings on residential condominium units started in September 2021 with 38 closings having occurred through December 31, 2023.

~~NOTE 4 –~~Securities ~~REAL~~Authorized ~~ESTATE,~~for ~~NET~~Issuance ~~and~~under ~~INTANGIBLE~~Equity ~~ASSETS,~~Compensation ~~NET~~Plans

AsThe following table sets forth certain information with respect to our equity compensation plans, which consisted of our Stock Incentive Plan and individually negotiated awards pursuant to employment agreements as of December 31, ~~2023~~2024. Our Stock Incentive Plan and ~~2022,~~the ~~real~~employment ~~estate~~agreements pursuant to which the awards were issued were adopted and entered into, ~~net~~respectively, ~~consisted~~prior to the listing of our common stock on the ~~following~~NYSE ~~(dollars~~American, and were not approved by our stockholders. To date, all awards have been issued in ~~thousands):~~the form of RSUs.


			Number of
			Securities
			Remaining
	Number of Securities		Available for
	to be		Future Issuance
	Issued Upon	Weighted Average	Under Equity
	Exercise of	Exercise Price	Compensation
	Outstanding	of Outstanding	Plans(Excluding
	Options,	Options,	Securities
	Warrants and	Warrants and	Reflected in
	Rights	Rights	Column (a))
Plan Category	(a)	(b)	(c)

Stock Incentive Plan	98,000	—	2,000,001

Total	98,000	—	2,000,001


	December 31,		December 31,
	2023		2022


Building and building improvements	$	51,141	$	51,141
Tenant improvements		296		221
Furniture and fixtures		943		847
Land and land improvements		28,847		28,847
		81,227		81,056
Less: accumulated depreciation		18,903		16,405
	$	62,324	$	64,651

Building and building improvements, tenant improvements, furniture and fixtures, and land and land improvements included the 237 11th property and the Paramus, New Jersey property as of December 31, 2023 and 2022. Depreciation expense amounted to approximately $3.7 million, $4.0 million and $4.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

In May 2018, we closed on the acquisition of 237 11th, a 105-unit, 12-story multi-family apartment building located at 237 11th Street, Brooklyn, New York for a purchase price of $81.2 million, excluding transaction costs of approximately $0.7 million. Due to water damage in apartment units and other property at 237 11th resulting from construction defects, we submitted a notice of claim to our insurance carrier for property damage and business interruption (lost revenue) in September 2018. The insurance carrier subsequently disclaimed coverage for the losses and we filed a complaint against the carrier alleging that it breached the insurance policy by denying coverage. We also filed legal claims against the seller, its parent company, and the general contractor to recover damages arising from the defective construction of the building, including defects that resulted in water damage as well as other defects. In addition, the general contractor impleaded into that litigation several subcontractors who performed work on the property. Management expects that TPHGreenwich will recover some portion of the cost incurred to repair the property through the litigations and/or settlement negotiations with the seller, its parent company, the general contractor, the subcontractors, and the insurance carrier, although the amount of damages that may be recoverable in litigation and/or potential settlement negotiations are uncertain at this time, as is the timing of receipt of any such payments, which has been impacted by the COVID-19 pandemic, including the resulting backlog in the court system and slowdown in judicial proceedings. We have, from time to time, engaged in mediation with the seller, its parent company, the general contractor, and the third-party defendants impleaded by the general contractor to explore the possibility of settling the case involving those parties, but to date, we have not reached an agreement, and we continue to pursue all legal remedies. We incurred significant cash outflows for costs associated with these repairs and remediation, which commenced in September 2019 and was completed as of December 31, 2021. As of December 31, 2023, the property was 100% leased.

~~As of December 31, 2023 and 2022, intangible assets, net, consisted of the real estate tax abatement at its original valuation of $11~~Item 13.1 CERTAIN ~~million~~RELATIONSHIPS ~~offset~~AND byRELATED ~~its related accumulated amortization of approximately $4.1 million and $3.4 million at December 31~~TRANSACTIONS, ~~2023~~AND ~~and~~DIRECTOR ~~2022, respectively. Amortization expense amounted to $740,000 for each of the three years ended December 31, 2023, 2022 and 2021, respectively.~~INDEPENDENCE

~~F-11~~Review, Approval or Ratification of Transactions with Related Persons

~~Table of Contents~~

AsThe Board has adopted a written policy for the review and approval of ~~December~~any ~~31,~~“related ~~2023~~party transaction,” which is defined under the ~~estimated~~policy ~~annual~~as ~~amortization~~any transaction, arrangement or relationship, or any series of ~~intangible~~similar ~~assets~~transactions, ~~for~~arrangements ~~each~~or relationships, in which we or any of our subsidiaries are or will be a participant, the ~~five~~aggregate ~~succeeding years~~amount ~~and~~involved ~~thereafter~~will isor asmay ~~follows~~be ~~(dollars~~expected to exceed $120,000 in ~~thousands):~~any fiscal year, and one of our executive officers, directors, director nominees (or


	Real Estate
	Tax
	Abatement
Year	Amortization
2024	$	740
2025		740
2026		740
2027		740
2028		740
Thereafter		3,252

Table of Contents

77their ~~Greenwich~~respective ~~and~~immediate family members), 5% stockholders or an entity controlled by any of the ~~New~~foregoing ~~York~~or ~~City~~in ~~School~~which ~~Construction~~any ~~Authority~~of the foregoing is employed, has or will have a direct or indirect interest, other than the following:

We entered into an agreement with the New York City School Construction Authority (the “SCA”), whereby we constructed a school sold to the SCA as part of our condominium development at 77 Greenwich. Pursuant to the agreement, the SCA agreed to pay us $41.5 million for the purchase of their condominium unit and reimburse us for the costs associated with constructing the school, including a construction supervision fee of approximately $5.0 million. Payments for construction are being made by the SCA to the general contractor in installments as construction on their condominium unit progresses. Payments to us for the land and construction supervision fee commenced in January 2018 and continued through October 2019 for the land and will continue through completion of the SCA buildout for the construction supervision fee, with an aggregate of $46.4 million having been paid to us as of December 31, 2023 from the SCA, with approximately $176,000 remaining to be paid. We have also received an aggregate of $56.1 million in reimbursable construction costs from the SCA through December 31, 2023. In April 2020, the SCA closed on the purchase of the school condominium unit from us, at which point title transferred to the SCA, and the SCA has completed the buildout of the interior space, which is a public elementary school with approximately 476 seats. The school received its final TCO and opened to students in September 2022. We have also guaranteed certain obligations with respect to the construction of the school.

● Any employment by us of an executive officer of the Company or any of our subsidiaries if (i) the related compensation is reported in our proxy statement under Item 402 of Regulation S-K (generally applicable to “named executive officers”); or (ii) the executive officer is not an immediate family member of another executive officer or director of the Company, the related compensation would be reported in our proxy statement under Item 402 of Regulation S-K if the executive officer was a “named executive officer,” and our compensation committee or comparable body approved (or recommended that the Board approve) such compensation.

~~NOTE 5 –~~● ~~PREPAID~~Any ~~EXPENSES~~compensation ~~AND~~paid ~~OTHER~~to ~~ASSETS,~~a ~~NET~~member of the Board if the compensation is reported in our proxy statement under Item 402 of Regulation S-K.

As● Any transaction with another company at which a related party’s only relationship is as (i) an employee other than an executive officer or director, (ii) a beneficial owner of ~~December~~less 31than 10%, ~~2023~~together ~~and~~with ~~2022~~his or her Immediate Family Members, ~~prepaid~~of ~~expenses~~that ~~and~~company’s ~~other~~outstanding ~~assets~~equity, ~~net~~or ~~consisted~~(iii) in the case of partnerships, a limited partner, if the ~~following~~limited ~~(dollars~~partner, together with his or her immediate family members, has an interest of less than 10% and the limited partner does not hold another position in ~~thousands):~~the partnership.

● Any charitable contribution, grant or endowment by us to a charitable organization, foundation or university at which a related party’s only relationship is as an employee (other than an executive officer), if the aggregate amount involved does not exceed the greater of $100,000 or two percent of the charitable organization’s total revenues.


	December 31,		December 31,
	2023		2022


Prepaid expenses	$	1,268	$	2,494
Deferred finance costs warrants		2,184		2,184
Other		3,163		1,066
		6,615		5,744
Less: accumulated amortization		2,471		1,970
	$	4,144	$	3,774

●

Any transaction where the related party’s interest arises solely from the ownership of a class of our equity securities and all holders of that class of equity securities received the same benefit on a pro rata basis.

● Indemnification and advancement of expenses made pursuant to our Certificate of Incorporation or Bylaws or pursuant to any agreement.

~~F-12~~Any proposed related party transaction will be reviewed and, if deemed appropriate, approved by the Audit Committee. When practicable, the review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the Audit Committee will review, and, if deemed appropriate, ratify the transaction. In either case, the Audit Committee will take into account, among other factors deemed appropriate, whether the transaction is on terms no less favorable than terms generally available to an unrelated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. The Board has also delegated to the Chair of the Audit Committee the authority to approve or ratify related party transactions, subject to reporting at the next Audit Committee meeting any such approval or ratification.

~~Table of Contents~~

~~NOTE 6 –~~Related ~~INCOME~~Party ~~TAXES~~Transactions

~~The provision for taxes is as follows (dollars in thousands):~~

Secured Promissory Note


	Year Ended		Year Ended		Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Current:
Federal	$	—	$	—	$	—
State		183		288		265
	$	183	$	288	$	265
Deferred:
Federal	$	—	$	—	$	—
State		—		—		—
	$	—	$	—	$	—

Tax expense	$	183	$	288	$	265

In connection with the Steel Partners Transaction, on February 18, 2025, the Company issued the Steel Promissory Note to the Steel Lender, an affiliate of Steel Partners and Steel Purchaser, pursuant to which the Company may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Company. As of March 24, 2025, $1.0 million was outstanding under the Steel Promissory Note.

The foregoing summary is qualified in its entirety by reference to the Steel Promissory Note, which is filed as exhibit 10.27 to this Annual Report on Form 10-K.

~~The following is a reconciliation of income taxes computed at the U.S. Federal statutory rate to the provision for income taxes:~~43

Table of Contents


	Year Ended		Year Ended		Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Statutory federal income tax rate	21.0	%	21.0	%	21.0	%
State taxes	12.9	%	13.6	%	16.7	%
Permanent non-deductible expenses	(0.5)	%	(0.1)	%	(0.3)	%
Change of valuation allowance	(33.9)	%	(36.0)	%	(38.5)	%

Effective income tax rate	(0.5)	%	(1.5)	%	(1.1)	%

Steel Management Services Agreement

As of March 19, 2025, Steel Services Ltd. (“Steel Services”), an affiliate of Steel Partners, and the Company entered into a management services agreement (the “Steel MSA”) pursuant to which Steel Services agreed to provide certain managerial services to the Company.

~~The~~Pursuant ~~composition~~to the Steel MSA, for a period of ~~our~~one-year ~~deferred~~(which shall renew automatically for additional one-year terms unless otherwise terminated), Steel Services shall provide certain managerial services to the Company, including general assistance with legal, finance & treasury, internal audit, human resources, IT and tax ~~assets~~functions and ~~liabilities~~obligations. isIn asconsideration ~~follows~~for ~~(dollars~~the inservices ~~thousands):~~rendered under the Steel MSA, the Company shall pay Steel Services $10,000 monthly.

The Steel MSA may be terminated (i) by either party, effective on the last day of the current term, upon not less than ninety (90) days prior written notice to the other; (ii) by the Company, at any time, on less than ninety (90) days-notice; provided that, in the case of a termination by the Company pursuant to (i) or (ii), the Company shall pay to Steel Services a termination fee equal to 125% of the fees due under the Steel MSA; (iii) immediately upon the bankruptcy or dissolution of Steel Services, (iv) promptly by the Company upon a material breach of the Steel MSA Agreement (provided Steel Services shall be provided notice of the breach and be provided a reasonable opportunity to cure during a period of no less than 90 days); or (v) immediately by the Company for Cause (as defined in the Steel MSA).


	December 31, 2023		December 31, 2022
Deferred tax assets:
Charitable contributions	$	7	$	6
Net operating loss carry forwards		88,212		74,313
Depreciation (including air rights)		5,698		5,717
Lease liability		210		359
Other		209		212
Pension costs		—		225
Investment in joint ventures		2		448
Accrued expenses		389		356
Total deferred tax assets	$	94,727	$	81,636
Valuation allowance		(91,284)		(78,285)
Deferred tax asset after valuation allowance	$	3,443	$	3,351

Deferred tax liabilities:
Intangibles	$	(2,436)	$	(2,706)
Other		(235)		(261)
Pension costs		(474)		—
Right-of-use asset		(298)		(384)
Total deferred tax liabilities	$	(3,443)	$	(3,351)
Net deferred tax assets	$	—	$	—

Current deferred tax assets	$	—	$	—
Long-term deferred tax assets		—		—
Total deferred tax assets	$	—	$	—

The foregoing summary is qualified in its entirety by reference to the Steel MSA, which is filed as exhibit 10.30 to this Annual Report on Form 10-K.

Director Independence

~~F-13~~The Board of Directors has determined that each member of the Board is “independent” in accordance with Section 803A of the NYSE American Company Guide.

~~Table~~Item 14. PRINCIPAL ofACCOUNTANT ~~Contents~~FEES AND SERVICES

~~Other~~Fees Paid to Independent Registered Public Accounting Firm for 2024 and 2023

AsThe offollowing ~~December~~is ~~31,~~a ~~2023,~~summary ~~we had federal NOLs~~ of ~~approximately~~the ~~$316.6~~fees ~~million.~~billed ~~NOLs generated prior~~ to ~~tax-year~~us ~~2018~~by ~~will~~BDO ~~expire~~USA, ~~in years through fiscal 2037 while NOLs generated in 2018 and forward carry-over indefinitely~~P.C ~~Since~~for ~~2009~~professional ~~through~~services ~~December~~rendered ~~31,~~for ~~2023,~~the weyears ~~have~~ended ~~utilized approximately $20.1 million of our federal NOLs. As of~~ December 31, ~~2023,~~2024 ~~we also had state NOLs of approximately $267.4 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 $27.9 million and $22.9 million~~2023, respectively~~. The conversion to the PNOLC under the New York State and New York City corporate tax reforms does not have any material tax impact.~~:

Based on management’s assessment, we believe it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategy. In recognition of this risk, we have provided a valuation allowance of $91.3 million as of December 31, 2023. If our assumptions change and we determine we will be able to realize these NOLs, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets would be recognized as a reduction of income tax expense and an increase in the deferred tax asset.


	Year Ended		Year Ended
Fees Category	December 31, 2024		December 31, 2023
Audit Fee	$	272,281	$	409,700
Audit Related Fees		9,000		8,100
Tax		35,000		30,000

Total Fees	$	316,281	$	447,800

~~NOTE 7 – RENTAL REVENUE~~

~~Our~~Audit ~~retail property located in Paramus, New Jersey is 100% leased to two tenants as of December 31, 2023, with one lease expiring on July 31, 2024 and the other expiring on March 31, 2025.~~Fees

~~Our~~BDO ~~multi-family~~USA, ~~property~~P.C. atbilled ~~237~~aggregate ~~11th~~fees isand ~~occupied~~related byexpenses ~~residential~~of ~~tenants~~$272,281 ~~who~~for ~~have~~professional ~~leases~~services ~~generally~~rendered ~~ranging~~for ~~from~~the ~~one~~audit toof ~~two~~our ~~years~~financial ~~and~~statements ~~three~~for ~~retail~~the ~~tenants~~year ~~with~~ended ~~leases~~December ~~expiring~~31, 2024, the quarterly reviews of the financial statements included in ~~2027~~our Form 10-Qs, ~~2032~~for professional services rendered for tax and ~~2036,~~accounting ~~respectively~~consulting related to the previously mentioned Recapitalization Transactions and consultation related to Code Section 382 during this period.

WeBDO ~~currently~~USA, ~~have~~P.C. ~~one~~billed ~~retail~~aggregate ~~lease~~fees ~~signed~~and atrelated 77expenses ~~Greenwich~~of ~~which~~$409,700 ~~expires~~for professional services rendered for the audit of our financial statements for the year ended December 31, 2023, the quarterly reviews of the financial statements included in ~~2034.~~our Form 10-Qs, for professional services rendered for tax and accounting consulting related to the previously mentioned Recapitalization Transactions, consultation related to Code Section 382 during this period, and for assurance and related

~~Future minimum rent due under non-cancellable tenant operating leases (excluding license agreements) as of December 31, 2023 is as follows (dollars in thousands):~~44

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	Future Minimum
Year	Rent
2024	$	4,015
2025		841
2026		489
2027		443
2028		357
Thereafter		1,836
	$	7,981

services that are reasonably related to the performance of the review of the prospectus supplement to S-8 registration statement and comfort letter.

Audit-Related Fees

BDO USA, P.C. billed aggregate fees of $9,000 for audit-related fees for the year ended December 31, 2024, related to the audit of the 237 11th property’s real estate tax abatement application.

~~NOTE~~ BDO USA, P.C. billed aggregate fees of $8 –,100 ~~FAIR~~for ~~VALUE~~audit-related ~~MEASUREMENTS~~fees for the year ended December 31, 2023 related to the audit of our 237 11th property’s real estate tax abatement application

~~The~~Tax fair value of our financial instruments are determined based upon applicable accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).Fees

~~The~~BDO ~~fair~~USA, ~~values~~P.C. ofbilled ~~cash~~aggregate ~~and~~fees ~~cash~~of ~~equivalents~~$35,000 ~~receivables, accounts payable~~ and ~~accrued expenses~~$30,000 ~~and~~during ~~other~~the ~~liabilities~~year ~~approximated~~ended ~~their~~December ~~carrying~~31, ~~value~~2024, ~~because~~and of2023, ~~their~~respectively, ~~short-term~~for ~~nature.~~tax ~~The~~compliance, ~~warrant~~tax ~~liability~~advice isand ~~recorded~~tax atplanning ~~fair~~for ~~value~~the ~~under~~Company ~~Level~~and 2TPHGreenwich.

~~Pension~~Pre-Approval ~~Plan~~Policy

OnPursuant anto ~~annual~~the ~~recurring~~rules ~~basis~~and regulations of the SEC, webefore ~~are~~our ~~required~~independent registered public accounting firm is engaged to ~~use~~render ~~fair~~audit ~~value~~or ~~measures~~non-audit ~~when~~services, ~~measuring~~the ~~plan~~engagement ~~assets~~must ofbe approved by our ~~pension~~Audit ~~plans~~Committee or entered into pursuant to a pre-approval policy. AsThe weAudit ~~elected~~Committee has adopted a pre-approval policy that sets forth the procedures and conditions pursuant to ~~adopt~~which pre-approval may be given for services performed by the ~~measurement~~independent ~~date~~auditor. ~~provisions~~Under the policy, the Audit Committee must give prior approval for any amount or type of ~~ASC~~service ~~715~~within four categories — audit, ~~“Employers’~~audit-related, ~~Accounting~~tax services or, to the extent permitted by law, other services — that the independent auditor provides. Prior to the annual engagement, the Audit Committee may grant general pre-approval for ~~Defined~~independent ~~Benefit~~auditor ~~Pension~~services ~~and~~within ~~Other~~these ~~Postretirement~~four ~~Plans~~categories at maximum pre-approved fee levels. During the year,” ascircumstances ofmay ~~March 4~~arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval and, ~~2007~~in those instances, wesuch ~~are~~service ~~required~~will require separate pre-approval by the Audit Committee if it is to ~~determine~~be provided by the ~~fair~~independent ~~value~~auditor. To ensure prompt handling of ~~our~~unexpected ~~pension~~matters, ~~plan~~the ~~assets~~Audit asCommittee has delegated to the Chair of ~~December~~the ~~31,~~Audit ~~2023~~Committee the authority to amend or modify the list of pre-approved non-audit services and fees. The ~~fair~~Chair ~~value~~will ofreport ~~pension~~action ~~plan~~she ~~assets~~has ~~was~~taken ~~$14~~to the Audit Committee at the Audit Committee’s next scheduled meeting.2 ~~million~~The Audit Committee may also delegate pre-approval authority to one or more of its members, who shall report any pre-approval decisions to the Audit Committee at ~~December~~the 31Audit Committee’s next scheduled meeting. All audit and non-audit services performed by BDO USA, ~~2023~~P.C. ~~These~~were ~~assets~~pre-approved ~~are~~by ~~valued~~our inAudit ~~active~~Committee ~~liquid~~during ~~markets~~the ~~under~~year ~~Level~~ended 2December 31, 2024.

~~F-14~~45

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~~Derivatives~~PART IV

~~We recognized the fair values of all derivatives in prepaid expenses and other assets, net on our consolidated balance sheets based on Level 2 information~~Item 15. ~~Derivatives~~ EXHIBITS ~~that~~AND ~~are~~FINANCIAL ~~not~~STATEMENT hedges are adjusted to fair value through earnings. The changes in the fair value of the derivative is offset against the change in fair value of the hedged asset through interest expense, net for the years ended December 31, 2023 and 2022, respectively. Reported net loss may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of hedging instruments and hedged items, but will have no effect on cash flows.SCHEDULES

~~The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of December 31, 2023 and 2022, respectively (dollars in thousands):~~


	Fair Value Asset as of December 31,		Fair Value Asset as of December 31,		Change in Fair Value December 31,		Change in Fair Value December 31,		Notional Amount		All-In Capped Rate		Interest Rate Cap Expiration Date
	2023		2022		2023		2022
Interest Rate Caps:
77G Mortgage Loan	$	—	$	1,298	$	(1,298)	$	1,239	$	97,000	2.5	%	11/1/2023
237 11th Loans		787		707		80		677	$	60,000	2.5	%	7/9/2024
Included in prepaid expenses and other assets, net	$	787	$	2,005	$	(1,218)	$	1,916

(a)(1)Financial Statements filed as part of this Annual Report on Form 10-K:


	Report of Independent Registered Public Accounting Firm (BDO USA, P.C., New York, New York, PCAOB ID #243)	F-1

	Consolidated Balance Sheets as of December 31, 2024, and December 31, 2023	F-3

	Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024, December 31, 2023, and December 31, 2022	F-4

	Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2024, December 31, 2023, and December 31, 2022	F-5

	Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023, and December 31, 2022	F-6

	Notes to Consolidated Financial Statements	F-7

(a)(2)	List of Financial Statement Schedules filed as part of this Annual Report on Form 10-K:

	None

~~Debt Instruments~~(a)(3)Exhibits

The Company has five debt instruments as of December 31, 2023, the Corporate Credit Facility, 77G Mortgage Loan, 77G Mezzanine Loan, 237 11th Loans, and a Secured Line of Credit, all defined below in Note 11 - Loans Payable and Secured Line of Credit. The fair value of these debt instruments approximated their carrying values as they are variable-rate instruments under Level 2.


2.1	Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries (incorporated by reference to Exhibit 99.1 of the Form 8-K filed with the SEC on September 6, 2012)

2.2	Agreement and Plan of Merger by and between Syms Corp. and Trinity Place Holdings Inc. dated September 14, 2012 (incorporated by reference to Exhibit 2.1 of the Form 8-K12G3 filed with the SEC on September 19, 2012)

3.1	Amended and Restated Certificate of Incorporation of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on February 13, 2015)

3.2	Amended and Bylaws of Trinity Place Holdings Inc.**

3.3	Amendment to Amended and Restated Certificate of Incorporation of Trinity Place Holdings Inc. **

4.1	Form of Trinity Place Holdings Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-3 filed with the SEC on September 15, 2015)

10.1	Motion for an Order (i) Authorizing the Reorganized Debtors to Enter into Secured Debt Financing and Effectuate the Transactions Contemplated Therein; (ii) Authorizing the Reorganized Debtors to Sell Syms Owned Real Estate; and (iii) Granting Related Relief (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on December 31, 2014)

10.2	Stock Purchase Agreement, dated as of February 5, 2025, by and among Trinity Place Holdings Inc. (solely with respect to Sections 1.6.3 and 5.1 thereto), TPHS Lender LLC and Steel IP Investments, LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on February 5, 2025)

~~The~~Table ~~debt instruments had a principal balance~~ of ~~$247.5 million as of December 31, 2023. The debt instruments carry interest rates ranging between 2.5% and 14.3% per annum and mature in four to 19 months from the reporting date.~~Contents

10.3	Shareholder Rights Agreement, dated as of February 5, 2025, by and between Trinity Place Holdings Inc. and Steel IP Investments, LLC (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on February 5, 2025)

10.4	Second Amended and Restated Limited Liability Company Operating Agreement of TPHGreenwich Holdings LLC, dated as of February 18, 2025, by and between TPHS Investor LLC and Trinity Place Holdings Inc. ¥**

10.5	Stock Purchase Agreement, dated as of January 5, 2024, by and between Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 10, 2024)¥

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