Trinity Place Holdings Inc

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Trinity Place Holdings, Inc.

New York, New York

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Trinity Place Holdings, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024**,** in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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 risks. 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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Investment in TPHGreenwich

As described in Note 2 to the consolidated financial statements, under the Recapitalization Transactions, all real estate assets and the related liabilities of the Company were contributed to TPHGreenwich at fair value in February 2024. The Company is required to consolidate a variable interest entity in which it is considered the primary beneficiary. Entities which the Company does not control through its voting interest and entities which are variable interest entities, but where

the Company is not the primary beneficiary, are accounted for under the equity method of accounting. Accordingly, the Company accounted for its investment in TPHGreenwich under the equity method of accounting. A gain on contribution to joint venture of approximately $21.0 million is included in the Company’s consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2024.

We identified the accounting for the Company’s investment in TPHGreenwich resulting from the Recapitalization Transactions as a critical audit matter. Determining whether the Company is the primary beneficiary that controls TPHGreenwich, including its real estate assets, or whether the Company should account for its investment in TPHGreenwich using the equity method of accounting requires significant judgment due to the application of complex and subjective technical accounting. Auditing these elements involved especially challenging, subjective and complex auditor judgment due to the nature and extent of audit effort required to address these matters, including involvement of professionals with expertise in the accounting for variable interest entities.

The primary procedures we performed to address this critical audit matter included:

/s/BDO USA, P.C.

We have served as the Company's auditor since 2003.

New York, New York

March 24, 2025