--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-25-009671" form_type: "8-K" ticker: "TPHS" cik: "0000724742" company_name: "Trinity Place Holdings Inc." filed_at: "2025-02-05T23:59:59+00:00" generated_at: "2026-05-27T03:01:46.292397+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Steel Partners affiliate to buy 25.9M TPHS shares ($2.6M) and gain board control ## Summary - Steel IP Investments (Steel Partners affiliate) acquires 25,862,245 shares from TPHS Lender for $2,586,200 ($0.10/share). - New board of 5 directors: Jack L. Howard (Chairman), Alexander C. Matina, Joseph Martin, Jeffrey S. Wald, Joanne M. Minieri. - Current directors Messinger, Pattiz, Bartok resign at closing; Messinger becomes board observer. - Company to use reasonable efforts to deregister as a reporting company (Form 15) after closing. - Conditions include fee waivers from Kramer Levin, Houlihan Lokey, Ackman Ziff and termination of certain registration rights. ## SEC filing metadata - accession: 0001104659-25-009671 - form_type: 8-K - ticker: TPHS - cik: 0000724742 - company_name: Trinity Place Holdings Inc. - filed_at: 2025-02-05T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 1.02, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/0001104659-25-009671-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/tm255530d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-25-009671 - JSON: https://secwatch.observer/filing/0001104659-25-009671.json - Plain text: https://secwatch.observer/filing/0001104659-25-009671.txt ## Key facts - Executive change Alexander C. Matina was appointed as Director at Trinity Place Holdings Inc.. - Action: appointed - Role: Director source text: the Board will consist 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 (v) Joanne M. Minieri. evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/0001104659-25-009671-index.htm - Executive change Joanne M. Minieri was appointed as Director at Trinity Place Holdings Inc.. - Action: appointed - Role: Director source text: the Board will consist 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 (v) Joanne M. Minieri. evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/0001104659-25-009671-index.htm - Executive change Dan Bartok resigned as Director at Trinity Place Holdings Inc.. - Action: resigned - Role: Director source text: Each of Matthew Messinger, Keith Pattiz and Dan Bartok have tendered their resignation from the Board and as a member of any committees of the Board, which resignation will become effective immediately at the Closing Date evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/0001104659-25-009671-index.htm - Executive change Jeffrey S. Wald was appointed as Director at Trinity Place Holdings Inc.. - Action: appointed - Role: Director source text: the Board will consist 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 (v) Joanne M. Minieri. evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/0001104659-25-009671-index.htm - Executive change Jack L. Howard was appointed as Chairman of the Board at Trinity Place Holdings Inc.. - Action: appointed - Role: Chairman of the Board source text: the Board will consist 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 (v) Joanne M. Minieri. evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/0001104659-25-009671-index.htm - Executive change Matthew Messinger resigned as Director at Trinity Place Holdings Inc.. - Action: resigned - Role: Director source text: Each of Matthew Messinger, Keith Pattiz and Dan Bartok have tendered their resignation from the Board and as a member of any committees of the Board, which resignation will become effective immediately at the Closing Date evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/0001104659-25-009671-index.htm - Executive change Keith Pattiz resigned as Director at Trinity Place Holdings Inc.. - Action: resigned - Role: Director source text: Each of Matthew Messinger, Keith Pattiz and Dan Bartok have tendered their resignation from the Board and as a member of any committees of the Board, which resignation will become effective immediately at the Closing Date evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/0001104659-25-009671-index.htm - Executive change Joseph Martin was appointed as Director at Trinity Place Holdings Inc.. - Action: appointed - Role: Director source text: the Board will consist 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 (v) Joanne M. Minieri. evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465925009671/0001104659-25-009671-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.