TPHS

• On February 5, 2025, Trinity Place Holdings Inc. entered into a Stock Purchase Agreement with TPHS Lender LLC and Steel IP Investments, LLC, an affiliate of Steel Partners Holdings L.P.
• Closing is subject to conditions including assumption of a guarantee on the Paramus, New Jersey property, waivers from service providers, and amendments to the JV Entity operating agreement.
• Upon closing, the Board will consist of five members, with Jack L. Howard as Chairman, and Matthew Messinger will become a board observer.
• The agreement includes termination of the existing Asset Management Agreement with TPH Asset Manager LLC 45 days after closing.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• On July 30, 2024, Trinity Place Holdings Inc. received notice from NYSE Regulation that trading of its common stock was suspended and delisting proceedings were initiated.
• The company has the right to appeal the delisting determination to the Listings Qualifications Panel, but there is no assurance of success.
• The NYSE will apply to the SEC to delist the stock pending completion of applicable procedures, including any appeal.
• The common stock is expected to begin trading on the OTC Pink Market under the symbol 'TPHS' on July 31, 2024, with an application planned for the OTCQB Venture Market.

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

• At the July 24, 2024 Annual Meeting, shareholders approved an amendment to the 2015 Stock Incentive Plan increasing available shares by 2,000,000.
• Joanne Minieri was elected as a director by the holder of the single share of special stock for a two-year term ending at the 2026 annual meeting.
• Shareholders ratified BDO USA, P.C. as independent auditors for 2024, with 56,201,312 votes for.
• Advisory approval of named executive officer compensation passed with 47,351,410 votes for.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Mr. Bartok was also appointed to the Compensation Committee and the Nominating and Corporate Governance Committee.
• Mr. Bartok is an independent consultant to Davidson Kempner Hawthorne Partners LLC, an affiliate of the Investor that selected him as a director designee under the Stock Purchase Agreement dated January 5, 2024.
• Mr. Bartok will be compensated under the Company's standard compensation policies for non-employee directors.
• Patrick J. Bartels, Jr. resigned from the board of directors effective June 11, 2024, with no disagreements with the Company regarding operations, policies, or practices.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• On May 31, 2024, Trinity Place Holdings Inc. and the Investor agreed to extend the deadline for completing the delisting of its common stock from NYSE American to August 1, 2024.
• The extension is documented in an Extension Agreement filed as Exhibit 10.1 to the Form 8-K.
• The delisting is required under the terms of the Stock Purchase Agreement between the Company and the Investor.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Messinger will continue as CEO until July 31, 2024, unless extended, and will no longer have the right to terminate for Good Reason.
• Upon the termination date, Messinger's unvested restricted stock units will vest, and the company will reimburse COBRA coverage for 18 months.
• A consulting agreement with TPHGreenwich Holdings LLC provides Messinger payments up to $1.9 million upon specified property milestones, effective after the termination date.
• Director Alan Cohen resigned from the board effective April 26, 2024, with no disagreements with the company.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• On April 17, 2024, Trinity Place Holdings Inc. and CEO Matthew Messinger amended his employment agreement.
• The amendment extends the 30-day cure period for the Company to address circumstances in Messinger's March 18, 2024 notice of alleged 'Good Reason' termination events.
• The notice was delivered to the board of directors on March 18, 2024.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The Company must now complete the delisting of its common stock from NYSE American by June 28, 2024, unless otherwise agreed.
• This extension follows a prior 30-day extension agreed on March 27, 2024, which had set the deadline for April 29, 2024.
• The extension is under the Stock Purchase Agreement dated January 5, 2024, between the Company and the Investor.
• The Extension Agreement is filed as Exhibit 10.1 to the 8-K.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits