Trinity Place Holdings Inc

December 31, 2024

NOTE 1 – BASIS OF PRESENTATION

General Business Plan

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. 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 owning a 5% interest in, and acting as manager of, such entity. As a result of the transactions described below, the TPHGreenwich subsidiary was deconsolidated and is now accounted for as an equity method investment. TPHGreenwich’slargest asset held 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. TPHGreenwich also held a 105-unit, 12-story multi-family property located at 237 11 th Street in Brooklyn, New York (“237 11 th”), as well as a property occupied by retail tenants in Paramus, New Jersey, both of which have subsequently been sold, see Note 14 – Investment in Unconsolidated Joint Venture for further information.

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 the An Educated Consumer is Our Best Customer® slogan.

Leased occupancy percentage and residential unit disclosures in the notes to consolidated financial statements are unaudited.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We are 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. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. Accordingly, TPHGreenwich, which began on February 14, 2024, The Berkley, which was sold in April 2022, and 250 North 10th, which was sold in February 2023, were not consolidated by the Company and our share of the earnings or losses of our unconsolidated joint ventures are included in our consolidated statements of operations and comprehensive income (loss) (see Note 14 – Investments in Unconsolidated Joint Ventures for further information). All significant intercompany balances and transactions have been eliminated.

The Company uses the equity method of accounting to record its equity investments in entities in which it has significant influence but does not hold a controlling financial interest, including equity investments in VIEs in which the Company is not the primary beneficiary. Under the equity method, an investment is reflected on the statement of financial condition of an investor as a single amount, and an investor’s share of earnings or losses

from its investment is reflected in the statement of operations as a single amount. The investment is initially measured at cost and subsequently adjusted for the investor’s share of the earnings or losses of the investee and distributions received from the investee. The investor recognizes its share of the earnings or losses of the investee in the periods in which they are reported by the investee in its financial statements rather than in the period in which an investee declares a distribution. Intra-entity profits and losses on assets still remaining with an investor or investee 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.

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.

On February 14, 2024, we consummated the transactions contemplated by 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 affiliate 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 for a purchase price of$0.30 per share, (ii) the Company and the JV Investor entered into an amended and restated limited liability company operating agreement of TPHGreenwich, pursuant to which the JV Investor was appointed the initial manager of, and acquired a five percent (5%) interest in TPHGreenwich, and TPHGreenwich continues to own, indirectly, all of the real property assets and liabilities formerly held by the Company, and (iii) TPHGreenwich entered into an asset management agreement (the “Asset Management Agreement”) with a newly formed subsidiary of the Company (the “TPH Manager”), pursuant to which TPHGreenwich hired the TPH Manager to act as initial asset manager for TPHGreenwich for an annual management fee, as described in more detail below (collectively, the “Recapitalization Transactions”).

Under the Recapitalization Transactions, all real estate assets and related liabilities of the Company were contributed to TPHGreenwich 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.

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, included 77 Greenwich, and in all cases, excluded costs of development for the residential condominium units at 77 Greenwich that were sold. The residential condominium units for sale were stated at the lower of cost or net realizable value. Management considered 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 were evaluated for impairment based on the contracted and projected sales prices compared to the total estimated cost to construct. Any calculated impairments would have been recorded immediately in cost of sales. No provision for impairment was recorded for our unsold residential condominium units for the years ended December 31, 2023, and 2022, or prior to the contribution to TPHGreenwich in 2024. The 77 Greenwich property is being held at the unconsolidated joint venture level as of February 14, 2024, the date of the Recapitalization Transactions, as described above.

period from January 1, 2024 through February 14, 2024. The 77 Greenwich property and all real estate is being held at the unconsolidated joint venture level as of February 14, 2024, the date of the Recapitalization Transactions.

Fair value is defined 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 of which is dependent 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 levels, 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. Determining which category an asset or liability falls within the hierarchy requires significant judgment and we evaluate our hierarchy disclosures each quarter.

Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, 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 data.

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.

Prior to the Recapitalization Transactions, leases with tenants were accounted for as operating leases. Minimum rents were 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 were included in deferred rents receivable. In addition, retail leases typically provided 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 accounted 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 were presented in the consolidated statements of operations and comprehensive loss as “rental revenues.” Also, these reimbursements of expenses were recognized within revenue in the period the expenses were incurred. We assessed 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 was not probable, then we recognized the lesser of that lease’s rental income on a straight-line basis or cash received, plus variable rents as earned. Once this assessment was completed, we applied a general reserve, as provided under ASC 450-20, if applicable.

Revenues on sale of residential condominiums reflected the gross sales price from sales of residential condominium units which were 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, was generally satisfied in less than one year from the original contract date. Cash proceeds from unit closings held in escrow for our benefit were included in restricted cash in the consolidated balance sheets. Customer cash deposits on residential condominiums that were in contract were 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 consisted 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 for further discussion.

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, 2024 and 2023, we had determined thatno 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.

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

number of shares of common stock outstanding for the period. Diluted earnings (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. There wereno shares issuable at December 31, 2024 that had vested but not yet settled that were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the year ended December 31, 2024. 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.

Accounting Standards Updates

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The update also requires disclosure regarding the chief operating decision maker and expands the interim segment disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this update for the year ended December 31, 2024, see Note 15 – Segment Reporting.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-09 on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The new disclosures are expected to provide transparency about the components of expenses included in the income statement and enhance an investor’s ability to forecast future performance. They are intended to complement existing disaggregated disclosures about revenues, segments, and income taxes to provide investors with a better picture of an entity’s financial condition and results of operations. ASU 2024-03 will be effective for fiscal years beginning after December 15, 2026,

and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of ASU 2024-03 on our consolidated financial statements.

NOTE 3 – RESIDENTIAL CONDOMINIUM UNITS FOR SALE

Residential condominium units for sale as of December 31, 2023, included 77 Greenwich, and in all cases, excluded costs of development for the residential condominium units at 77 Greenwich that were sold. Closings on residential condominium units started in September 2021 with 39 closings having occurred through February 14, 2024, the date of the Recapitalization Transactions. As a result of the Recapitalization Transactions, this asset is now held by TPHGreenwich.

NOTE 4 – REAL ESTATE, NET and INTANGIBLE ASSETS, NET

As of December 31, 2024, all real estate and intangible assets had been contributed to TPHGreenwich. As of December 31, 2023, real estate, net consisted of the following (dollars in thousands):

Building and building improvements, tenant improvements, furniture and fixtures, and land and land improvements included the 237 11 th property and the Paramus, New Jersey property as of December 31, 2023. Depreciation expense amounted to approximately $207,000 for the period January 1, 2024, through February 14, 2024, and $3.7 million and $4.0 million for the years ended December 31, 2023 and 2022, respectively.

In May 2018, we closed on the acquisition of 237 11 th, a 105-unit, 12-story multi-family apartment building located at 237 11 th 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 11 th, 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 (who, thereafter, impleaded into that litigation several subcontractors who performed work on the property), and we subsequently reached a settlement of that action. As a result of the Recapitalization Transactions, this asset is now held by TPHGreenwich.

As of December 31, 2023, intangible assets, net, consisted of the real estate tax abatement at its original valuation of $11.1 million offset by its related accumulated amortization of approximately $4.1 million at December 31, 2023. Amortization expense amounted to approximately $91,000 for the period January 1, 2024, through February 14, 2024, and $740,000 and $740,000 for the years ended December 31, 2023 and 2022, respectively.

77 Greenwich and the New York City School Construction Authority

In 2017, 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 February 14, 2024 from the SCA, 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, 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. Trinity retained a guarantee of certain obligations with respect to the construction of the school. As a result of the Recapitalization Transactions, this asset is now held by TPHGreenwich.

NOTE 5 – PREPAID EXPENSES AND OTHER ASSETS, NET

As of December 31, 2024, and 2023, prepaid expenses and other assets, net, include the following (dollars in thousands):

NOTE 6 – INCOME TAXES

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

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

The composition of our deferred tax assets and liabilities is as follows (dollars in thousands):

As of December 31, 2024, we had federal NOLs of approximately $329.0 million. NOLs generated prior to tax-year 2018 will expire in years through fiscal 2037 while NOLs generated in 2018 and forward carry-over indefinitely. Since 2009 through December 31, 2024, we have utilized approximately $20.1 million of our federal NOLs. As of December 31, 2024, we also had state NOLs of approximately $291.3 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, 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, 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, valuation allowance of $90.2 million was recorded as of December 31, 2024. If our assumptions change and we determine that 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.

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 NOL deduction) for the taxable year. Any changes in tax laws or regulations could impact the realization of these NOLs.

NOTE 7 – RENTAL REVENUE

As a result of the Recapitalization Transactions, the retail property located in Paramus, New Jersey was held by TPHGreenwich and we are no longer recording rental revenue as of February 14, 2024. This property is 100% leased totwo tenants as of December 31, 2024, with one lease expiring on March 31, 2025, and the other expiring on June 30, 2025. This property was sold on February 4, 2025.

As a result of the Recapitalization Transactions, the multi-family property at 237 11 th was held by TPHGreenwich and we are no longer recording rental revenue as of February 14, 2024. This property is occupied by residential tenants who have leases generally ranging fromone totwo years andthree retail tenants with leases expiring in 2027, 2032 and 2036, respectively. This property was sold on March 14, 2025.

As a result of the Recapitalization Transactions, the 77 Greenwich property is now held by TPHGreenwich and we are no longer recording rental revenue as of February 14, 2024. This property currently hasone retail lease signed which expires in 2034.

NOTE 8 – FAIR VALUE MEASUREMENTS

The fair value of our financial instruments is 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).

The fair values of cash and cash equivalents, receivables, accounts payable and accrued expenses, and other liabilities approximated their carrying value because of their short-term nature.

Pension Plan

On an annual recurring basis, we are required to use fair value measures when measuring plan assets of our pension plans. As we elected to adopt the measurement date provisions of ASC 715, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” as of March 4, 2007, we were required to determine the fair value of our pension plan assets as of December 31, 2024. The fair value of pension plan assets was $11.0 million and $14.2 million at December 31, 2024 and 2023, respectively. These assets are valued in active liquid markets under Level 1 and Level 2 at December 31, 2024 and 2023, respectively.

Derivatives

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. Derivatives that are not hedges are adjusted to fair value through earnings. The changes in the fair value of the derivative are offset against the change in fair value of the hedged asset through interest expense, net for the period through February 14, 2024 and 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.

The following table summarizes our hedging instruments, all of which hedge variable rate debt, as of December 31, 2023, and are recorded in our financial statements: (dollars in thousands):

Debt Instruments

As a result of the Recapitalization Transactions on February 14, 2024, all debt instruments are held at the unconsolidated joint venture level at December 31, 2024.

The Company hadfive debt instruments as of December 31, 2023, the Corporate Credit Facility, 77G Mortgage Loan, 77G Mezzanine Loan, 237 11 th 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.

The fair value of the debt instruments is estimated using discounted cash flow analyses, which are based on the expected cash flows of each debt instrument and a discount rate that reflects the borrowing rate the Company would have to pay for a similar debt instrument of comparable maturity and credit quality. Given that these inputs are observable in the market, the fair value measurement of the debt instruments are categorized within Level 2 of the fair value hierarchy.

As of December 31, 2023, the estimated fair value of the debt instruments was approximately $247.5 million and carried interest rates ranging between 2.5% and 14.3% per annum. This fair value measurement considers the present value of the remaining cash flows, including both principal and interest payments, discounted at the market rate of interest for similar debt. The carrying amount of the debt instruments, which are reported on the balance sheet, may differ from its fair value due to the timing of the recognition of changes in the loan's fair value and the level of interest rates at the reporting date.

There were no transfers between levels of the fair value hierarchy during the period. The Company's policy is to recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period.

NOTE 9 – PENSION PLANS

Defined Benefit Pension Plan

Syms sponsored a defined benefit pension plan for certain eligible employees not covered under a collective bargaining agreement. The pension plan was frozen effective December 31, 2006. At December 31, 2024 and 2023, we recorded an overfunded pension balance of approximately $2.8 million and $1.4 million, respectively, which are included in pension asset on the accompanying consolidated balance sheets. We have begun the process to terminate the plan under a standard termination. We may be required to make additional contributions to the plan so that the assets of the plan are sufficient to satisfy all benefit liabilities as of the final termination date.

We plan to continue to maintain the Syms pension plan and make all contributions required, if any, under applicable minimum funding rules through the plan termination date. In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $6.5 million to the Syms sponsored plan from September 17, 2012, through December 31, 2024. Historically, we have funded this plan in the third quarter of the calendar year. We funded $400,000 to the Syms sponsored plan during each of the years ended December 31, 2023, and 2022, respectively.

Presented below is financial information relating to this plan for the periods indicated (dollars in thousands):

The pension expense includes the following components (dollars in thousands):

The expected long-term rate of return on plan assets was 5% for the year ended December 31, 2024 and 6% for the years ended December 31, 2023, and 2022.

As of December 31, 2024, the plan’s termination is expected to be completed in 2025 and final distributions of benefits are expected to be made in 2025.

The fair values of our plan assets as of December 31, 2024, and the fair values and asset allocation of our plan assets as of December 31, 2023, are presented in the following table. All fair values are based on the fair value hierarchy on quoted

prices in active markets for identical assets (Level 1 at December 31, 2024 and Level 2 at December 31, 2023) (dollars in thousands):

Under the provisions of ASC 715, we are required to recognize in our consolidated balance sheets the unfunded status , if any, of the benefit plan. This is measured as the difference between plan assets at fair value and the projected benefit obligation. For the pension plan, this is equal to the accumulated benefit obligation.

401(k) Plan – We have established a 401(k) plan for all of our employees. Eligible employees are able to contribute a percentage of their salary to the plan subject to statutory limits. We paid approximately $43,000, $52,000 and $61,000 in matching contributions to this plan during the years ended December 31, 2024, 2023 and 2022, respectively.

NOTE 10 – COMMITMENTS

The remaining lease obligation, excluding any extension options, for our corporate office is as follows (dollars in thousands):

NOTE 11 – LOANS PAYABLE AND SECURED LINE OF CREDIT

Corporate Credit Facility

In December 2019, we entered into our Corporate Credit Facility, or CCF, a multiple draw credit agreement 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.

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. As of February 14, 2024, the CCF had an outstanding balance of $52.6 million, including approximately $11.1 million of accrued interest and excluding unamortized deferred finance fees of approximately $170,000.

In addition, in connection with the Recapitalization Transactions, TPHGreenwich entered into an amended and restated credit agreement, among TPHGreenwich, as borrower, certain subsidiaries of TPHGreenwich party thereto, as guarantors, the Company Investor, as lender and Mount Street US (Georgia) LLP (“Mount Street”), as administrative agent (the “Amended CCF”), pursuant to which the CCF 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 approximately $273,000. 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 Assumption Agreement, the Company also entered into a holdco pledge agreement, pursuant to which the Company agreed to pledge all of its membership interests in TPHGreenwich to Mount Street.

Loans Payable

77G Mortgage Loan

In October 2021, 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 77G Mortgage Lender agreed to extend credit to 77G Mortgage Borrower in the amount of up to $166.7 million, subject to the satisfaction of certain conditions (the “77G Mortgage Loan Agreement”).

In connection with the Recapitalization Transactions, the 77G 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, (iii) the completion date will be extended to December 31, 2024, (iv) the maturity date will be extended to October 23, 2025 with an option to extend forone year and (v) TPHGreenwich 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. The 77G 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 to matters arising prior to the execution of the 77G MLA Amendment.

As of February 14, 2024, the 77G Mortgage Loan had a balance of $108.0 million, which included PIK interest. Through February 14, 2024, the 77G Mortgage Loan was paid down by approximately $71.1 million through closed sales of residential condominium units. In connection with the Recapitalization Transactions, this loan was assigned to TPHGreenwich.

77G Mezzanine Loan

In December 2020, TPHGreenwich Subordinate Mezz LLC, a subsidiary of the Company (the “77G Mezz Borrower”) entered into a mezzanine loan agreement with an affiliate of the CCF Lender (the “77G Mezzanine Loan Agreement”).

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 approximately $60.8

million, inclusive of accrued interest as of that date, 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. In connection with the Recapitalization Transactions, this loan was assigned to TPHGreenwich.

237 11th* Loans*

In June 2021, 470 4th Avenue Fee Owner, LLC, a subsidiary of the Company (the “237 11 th Senior Loan Borrower”), entered into a $50.0 million senior loan (the “237 11 th Senior Loan”) provided by Natixis, and 470 4 th Avenue Owner, LLC, a subsidiary of the Company (the “237 11 th Mezz Borrower”), entered into a $10 million mezzanine loan (the “237 11 th Mezz Loan”), provided by an affiliate of LibreMax Capital, LLC.

In connection with the Recapitalization Transactions, (i) the 237 11 th Senior Loan Borrower entered into a fourth amendment to the 237 11 th Senior Loan with certain affiliates of the Investor as supplemental guarantors and Natixis, New York Branch, as lender and agent and (ii) the 237 11 th Mezz Borrower entered into a fourth amendment to the 237 11 th Mezz Loan with certain affiliates of the Investor as supplemental guarantors and Lexington 11 th Street, LLC, as lender, which each provide, among other things, that the respective Completion Guaranty by the Company as original guarantor under each 237 11 th Loan is terminated, and that the respective Recourse Guaranty by the Company as original guarantor under each 237 11 th 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 February 14, 2024, there was an outstanding balance of $50.0 million on the 237 11 th Senior Loan and $10.0 million on the 237 11 th Mezz Loan. In connection with the Recapitalization Transactions, this loan was assigned to TPHGreenwich.

Secured Line of Credit

TPHGreenwich, as owner of the Paramus Property (the “Paramus Borrower”) has an $11.7 million secured line of credit that is secured by the Paramus, New Jersey property. 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. This extension option was exercised in October 2024. 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. The secured line of credit had an outstanding balance of $11.75 million at February 14, 2024, and December 31, 2023, respectively.

In connection with the Recapitalization Transactions, this loan was assigned to TPHGreenwich. In connection with the transfer of the loans to TPHGreenwich, the associated unamortized loan costs were fully amortized in Trinity’s consolidated statement of operations.

Interest Expense, net

Consolidated interest expense, net includes the following (dollars in thousands):

NOTE 12 – STOCKHOLDERS’ EQUITY

Capital Stock

Our authorized capital stock consists of 120,000,000 shares consisting of 79,999,997 shares of common stock, $0.01 par value per share, two (2) shares of preferred stock, $0.01 par value per share (which have been redeemed in accordance with their terms and may not be reissued), one (1) share of special stock, $0.01 par value per share, and 40,000,000 shares of a new class of blank-check preferred stock, $0.01 par value per share. As of December 31, 2024 and 2023, there were 72,487,481 shares and 44,965,083 shares of common stock issued, respectively, and 65,314,726 shares and 38,199,386 shares of common stock outstanding, respectively, with the difference being held in treasury stock.

Warrants

In December 2019, we entered into a Warrant Agreement (the “Warrant Agreement”) with the CCF Lender (the “Warrant Holder”) pursuant to which we issuedten-year warrants (the “Warrants”) to the Warrant Holder to purchase up to 7,179,000 shares of our common stock.

As of December 31, 2023,6,429,000 warrants were outstanding. The Warrants hadno value at December 31, 2023, and the unrealized gain of $73,000 from the change in fair value of the Warrants during the year ended December 31, 2023, was recorded in the consolidated statements of operations and comprehensive loss.

The Warrant Agreement was terminated as part of the Recapitalization Transactions that closed on February 14, 2024.

Preferred Stock

We are authorized to issuetwo shares of preferred stock (one share each of Series A and Series B preferred stock, each of which was automatically redeemed in 2016 and may not be reissued), one share of special stock and 40,000,000 shares of blank-check preferred stock. The share of special stock was issued and sold to Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund ("Third Avenue"), and enables Third Avenue or its affiliated designee to elect one member of the Board of Directors.

NOTE 13 – STOCK-BASED COMPENSATION

Stock Incentive Plan

We adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “SIP”), effective September 9, 2015. The SIP, which has aten-year term, authorizes (i) stock options that do not qualify as incentive stock options under Section 422 of the Code, or NQSOs, (ii) stock appreciation rights, (iii) shares of restricted and unrestricted common stock, and (iv) RSUs. The exercise price of stock options will be determined by the compensation committee, but may not be less than 100% of the fair market value of the shares of common stock on the date of grant. To date, no stock options have been granted under the SIP. In June 2023, our stockholders approved an increase to the number of shares of common stock available for awards under the SIP by 2,000,000 shares and in July 2024, our stockholders approved a further increase to the number of shares of common stock available for awards under the SIP by 2,000,000 shares. Our SIP activity was as follows:

Restricted Stock Units

We grant RSUs to certain executive officers and employees as part of compensation. These grants generally have vesting dates ranging from immediate vest at grant date tothree years, with a distribution of shares at various dates ranging from the time of vesting up toseven years after vesting. Shares that are forfeited are added back into the pool of shares available under the SIP, and any recorded expense related to forfeited shares are reversed in the year of forfeiture.

During the year ended December 31, 2024, we granted 339,000 RSUs to certain employees. These RSUs vest and settle at various times over atwo- orthree-year period, subject to each employee’s continued employment. Approximately $32,000 in stock-based compensation expense related to these shares was amortized during the year ended December 31, 2024.

Total stock-based compensation for the years ended December 31, 2024, 2023, and 2022 totaled $141,000, $367,000 and $507,000, respectively, of which approximately $0, $2,000 and $44,000, respectively, was capitalized as part of residential condominium units for sale with the remaining net amount recognized in the consolidated statements of operations and comprehensive loss.

As of December 31, 2024, there was approximately $14,000 of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized through December 2025.

During the year ended December 31, 2024, we issued 807,599 shares of common stock to employees and executive officers to settle vested RSUs from previous RSU grants. In connection with those transactions, we repurchased 410,058 shares to provide for the employees’ withholding tax liabilities.

During the year ended December 31, 2024, we issued 820,937 shares of common stock to non-employee directors who received a portion of their annual compensation in shares of the Company’s common stock.

Director Deferral Plan

Our Non-Employee Director’s Deferral Program (the “Deferral Program”), as amended in December 2018, allows our non-employee directors to elect to receive the cash portion of their annual compensation in shares of the Company’s common stock, as well as to defer receipt of the portion of their annual board compensation that is paid in equity. Any deferred amounts are paid under the SIP (as is non-employee directors’ annual equity compensation that is not deferred). Compensation deferred under the Deferral Program is reflected by the grant of stock units equal to the number of shares that would have been received absent a deferral election. The stock units, which are fully vested at grant, generally will be settled under the SIP for an equal number of shares of common stock within 10 days after the participant ceases to be a director. In the event that we distribute dividends, each participant shall receive a number of additional stock units (including fractional stock units) equal to the quotient of (i) the aggregate amount of the dividend that the participant would have received had all outstanding stock units been shares of common stock divided by (ii) the closing price of a share of common stock on the date the dividend was issued.

During the year ended December 31, 2024, one non-employee director resigned from the board and received his 781,617 deferred shares which were settled during the same period. As of December 31, 2024 and 2023, a total of 917,702 and 817,614 stock units, respectively, have been deferred under the Deferral Program.

NOTE 14 – INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

Prior to February 2023, we owned a 10% interest in the 250 North 10 th JV formed to acquire and operate 250 North 10 th, a 234-unit apartment building in Williamsburg, Brooklyn, New York. On January 15, 2020, the 250 North 10 th 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 10 th Note”) secured by 250 North 10 th and the balance was paid in cash. The non-recourse 250 North 10 th Note bore interest at 3.39% for the duration of the loan term and had covenants, defaults and a non-recourse carve out guaranty executed by us. Our share of the equity totaling approximately $5.9 million was funded through the Partner Loan from our joint venture partner. We earned an acquisition fee at closing and were entitled to ongoing asset management fees and a promote upon the achievement of certain performance hurdles. We sold our interest in this joint venture 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.

On 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.

On March 14, 2025, TPHGreenwich sold 237 11 th 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.

As we did not control the 250 North 10 th JV, and do not control TPHGreenwich, we account for the joint ventures under the equity method of accounting. The balance sheet for the TPHGreenwich joint venture at December 31, 2024, is as follows (in thousands):

The statements of operations for the unconsolidated joint ventures for the years ended December 31, 2024, 2023, and 2022 include the joint venture investments owned during those periods, as previously described, are as follows (dollars in thousands):

NOTE 15**– SEGMENT INFORMATION**

The Company’s operating segment is based on our method of internal reporting which classifies our operations by business activity. Subsequent to the Recapitalization Transactions, we haveone reportable segment, Asset Management.

The Company's chief operating decision maker (“CODM”) is its members of the Board of Directors, who reviews the consolidated financial statements and the measure used is net income or loss as reported on the consolidated statements of operations and comprehensive income (loss). Asset information by segment is not reported as the CODM does not use this measure to assess segment performance or to make resource allocation decisions.

NOTE 16 – SUBSEQUENT EVENTS

Steel Partners Transaction

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.

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 (as defined below). The transactions contemplated by the Steel Stock Purchase Agreement are herein referred to as the “Steel Partners Transaction.”

Steel Purchaser Stockholders’ Agreement

On 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.

The Steel Purchaser Stockholders’ Agreement contains various covenants including, among others:

As previously disclosed, the changes to the Board discussed above became effective upon the Steel Closing. In addition, the Bylaws Amendment was effective as of Steel Closing.

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.

Termination of Asset Management Agreement

In connection with the Steel Partners Transaction, 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.

Charter Amendment

In February 2025, the Company filed an Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Amendment”). The Amendment extended certain transfer restrictions set forth in the Company’s charter through February 25, 2035.

Other than as disclosed above and elsewhere in these consolidated financial statements, there were no subsequent events requiring adjustment to, or disclosure in, the consolidated financial statements.

Steel 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.

Pursuant to the Steel MSA, for a period ofone year (which shall renew automatically for additionalone-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 functions and obligations. In consideration for the services 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).