13D weekly report - July 07, 2025 to July 11, 2025

Biglari Holdings files 13D after Jack in the Box Inc (JACK) adopts poison pill

Key Summary: On July 10, 2025, Biglari Holdings filed a 13D after the Board adopted a poison pill, indicating potential engagement on operations, governance, or capital structure, and possible coordination with other shareholders under confidentiality agreements. Jana Partners, in 2018–2019, disclosed a 7.3% stake, held discussions on governance, capital allocation, and operations, and entered into a Cooperation Agreement that led to two board appointments before reducing its stake to 3.4% by January 2019.

M.Cap: $426 million | Jack in the Box Inc. operates and franchises Jack in the Box quick-service restaurants (QSRs) and Qdoba Mexican Eats (Qdoba) fast-casual restaurants.

Biglari Holdings

On July 10, 2025, Biglari Holdings filed a Schedule 13D following the Board’s adoption of a poison pill, stating they may engage with management on potential changes to operations, governance, or capital structure, and may also communicate with other shareholders or third parties under confidentiality agreements. Source

Jana Partners

On February 15, 2018, Jana Partners disclosed 7.3% and stated that it had discussions with the company regarding the capital structure, margins, capital allocation, franchise mix, and operations. It stated that it may have further discussions with the company regarding these and other topics including governance and Board composition. Source

On October 25, 2018, Jana Partners (6.7%) entered into a confidentiality and standstill letter agreement with the company. Under the Confidentiality Agreement, Jana Partners agreed to maintain the confidentiality of certain business information to be furnished by the company to Jana Partners and to abide by customary standstill obligations, subject to certain exceptions. Source

On October 29, 2018, the company and Jana Partners entered into a Cooperation Agreement. Pursuant to it, the company and Jana Partners will cooperate in good faith to agree upon two individuals recommended by Jana Partners (each a “New Independent Director”) to be added to the Board of Directors. Source

On January 4, 2019, the company and Jana Partners (6%) entered into an amendment to the Cooperation Agreement pursuant to which the deadline to appoint the new independent directors was extended to March 15, 2019. Source

On January 14, 2019, Jana Partners reduced its stake to 3.4%.

On April 25, 2019, the Company and Jana Partners entered into Amendment No. 3 to the Cooperation Agreement between the Company and Jana Partners dated October 29, 2018. Pursuant to which the Company added two individuals to the board on May 27, 2019. Source

HCI Grove Urges Strategic Review at Grove Collaborative Holdings, Inc (GROV) Citing Poor Returns and High Costs

Key Summary: On July 8, 2025, Jason H. Karp and HCI Grove, LLC (5.4%) urged the Board to explore strategic alternatives, citing poor returns, limited float, and challenges in balancing growth and profitability due to high costs.

M.Cap: $48 million | Grove Collaborative Holdings, Inc., a consumer products company, develops and sells household, personal care, beauty, and other consumer products in the United States.

On July 8, 2025, Jason H. Karp, HCI Grove, LLC (5.4%) sent a letter to the Board urging a pursuit of strategic alternatives—such as a sale, merger, or take-private deal—citing poor shareholder returns, limited float, and the company's struggle to balance growth and profitability due to high costs. Source

Ortelius Calls for Urgent Board Overhaul at Brookdale Senior Living Inc (BKD) to Unlock Shareholder Value

Key Summary: Ortelius Advisors, on March 5, 2025, nominated six new board candidates for Brookdale, citing concerns over underperformance, including declining occupancy rates, margins, and free cash flow. Glenview Capital Management entered a support agreement with Brookdale in 2019, backing the board's nominees and leadership changes. Land and Buildings Investment Management, in 2018 and 2019, criticized Brookdale's failure to monetize its real estate and called for shareholder-friendly governance, also nominating board candidates and releasing a valuation report showing significant upside potential.

M.Cap: $1.6 billion | Brookdale Senior Living Inc. owns and operates senior living communities in the United States. It operates through five segments: Retirement Centers, Assisted Living, CCRCs Rental, Brookdale Ancillary Services, and Management Services.

Ortelius Advisors

On March 5, 2025, Ortelius Advisors, L.P. issued a letter to the stockholders nominating six new board candidates. They cite concerns over declining occupancy rates, NOI margins, EBITDA margins, and free cash flow, underscoring a substantial drop in tangible book value per share and stock price underperformance relative to benchmarks over seven years.

On April 24, 2025, Ortelius Advisors issued a letter to Brookdale Senior Living shareholders criticizing years of poor performance under the prior CEO and Board, highlighting stock declines, falling occupancy, and negative cash flow. With Cindy Baier’s recent departure as CEO, Ortelius nominated six directors to drive strategic changes, including monetizing underperforming assets, reducing debt, exiting leases, and unlocking real estate value. Ortelius believes these actions could significantly increase shareholder value and urged stockholders to support its nominees for Board refreshment and long-term value creation.

On June 16, 2025, Ortelius Advisors urged shareholders to support its six board nominees, citing years of mismanagement, poor oversight, and stockholder value destruction. Ortelius criticized the board’s renewal of unprofitable lease agreements, failure to address $4.1B in rising net debt, and weak execution on asset monetization. It proposes a materially different strategy—divesting underperforming assets, eliminating the leased portfolio, reducing leverage, and repositioning Brookdale as a real estate-focused operator (GoodCo PropCo), which Ortelius believes could unlock significant value far above the company’s current market cap. Source

On June 23, 2025, ISS recommended that stockholders vote FOR the election of Ortelius nominees to the Board. Source

On July 7, 2025, Ortelius Advisors urged Brookdale Senior Living (NYSE: BKD) shareholders to vote for its six independent nominees, citing years of poor performance, insider-driven board refreshment, and strategic failures. Supported by ISS, Glass Lewis, and Egan-Jones, Ortelius proposed a turnaround plan focused on asset sales, portfolio optimization, and balance sheet repair. Source

Glenview Capital Management

On September 27, 2019, the company announced that it has entered into a support agreement with Glenview Capital Management (11.71%). Pursuant to the agreement, Glenview will vote all of its shares in favor of both the Company’s Class II director nominees, Victoria Freed and Guy Sansone, and with the Board’s recommendations on the other proposals at the 2019 Annual Meeting. In connection with the agreement, Brookdale also announced that if both Ms. Freed and Mr. Sansone are elected to the Board, Mr. Sansone will be appointed Non-Executive Chairman, effective January 1, 2020. Source

Land and Buildings Investment Management

On September 12, 2018, Land and Buildings Investment Management issued an open letter to shareholders expressing concerns that the Board has failed to announce plans to materially monetize company’s real estate. It expressed its disappointment that the board has not accelerated the de-staggering of board elections so that all directors up for election are elected to one-year terms.  It stated that in the absence of any changes to more shareholder-friendly governance policies, it intends to vote against the three directors up for election at Brookdale's AGM.

At the AGM held on October 4, 2018, the incumbent nominees were elected by the shareholders.

On July 16, 2019, Land and Buildings Investment Management issued an open letter to shareholders nominating two candidates for election to the Board at the 2019 annual meeting of shareholders. It stated that it has engaged Green Street Advisors to independently value company and its real estate, leading to a net asset value estimate substantially above share price . Green Street Advisors believes there may be viable opco/propco reit structures, that could lead to a material higher share price –

On July 30, 2019, Land and Buildings Investment Management issued an open letter to shareholders highlighting persistent operational failures, poor capital allocation and balance sheet mismanagement and reiterated that it nominates two candidates for election to the Board at the 2019 annual meeting of shareholders

Valuation Insight

Had the Company simply performed in-line with the Healthcare REIT peers, our estimated net asset value for Brookdale would be more than 50% higher. 

On August 13, 2019, Land & Buildings issued an open letter to shareholders releasing Green Street Advisors’ Report Valuing Brookdale at $13.60 per share. It stated that Green Street’s findings are view, suggesting ~70% upside to the current share price

Key findings from the Green Street report include:

• PropCo/OpCo Combined Value of $13.60 per share, a ~70% increase over current share price
• Owned real estate value of $5.6 billion at a 6.9% cap rate
• Operator equity market cap of $616 million at a ~10x EBITDA multiple

Key assumptions from the Green Street analysis, which was prepared using Brookdale’s public disclosure, include:

• Brookdale PropCo valued at $10.30 per share

Ø  Green Street believes it could trade at a 15% premium to NAV compared to 23% for comparable publicly traded healthcare REITs

Ø  0% forward NOI growth

Ø  Owned senior housing assets are 100% in RIDEA structure

Ø  Equity offering at creation of REIT of $1.5 billion at a 5% discount to fair value, equity

Ø  Net leverage similar to comparable publicly traded healthcare REITs

Ø  Leased assets remain in PropCo

• OpCo valued at $3.30 per share

Ø  Asset-lite pure operator with no corporate debt

Ø  Earns fee from managing PropCo assets under a RIDEA structure, leaving OpCo with no lease obligations

Ø  Health Care Services in OpCo

Ø  Positioned as dominant manager in senior housing sector

On October 8, 2019, Land & Buildings determined to withdraw its nominee for election to the Board of Directors at the Annual Meeting and issued a press release in connection therewith. Accordingly, Land & Buildings has terminated its proxy solicitation and will not vote any proxies received from stockholders of the Company on the BLUE proxy card at the Annual Meeting.

Vivo Capital Defends Voting Rights, Supports SAIF Slate in Sinovac (SVA) Governance Battle

Key Summary: Between February and July 2025, SAIF Partners and allies including Vivo Capital and Advantech Capital pushed to replace Sinovac’s board, citing governance failures and exclusion of their nominees. Legal and proxy battles followed, with accusations against 1Globe Capital and the current board for disenfranchising shareholders, triggering auditor resignation and NASDAQ delisting risks. While ISS and Glass Lewis backed the current board, a July 8 vote was adjourned due to unresolved litigation over disputed shares, with Vivo ultimately supporting SAIF’s slate and continuing its legal efforts.

Market Cap: $642 million | Sinovac Biotech Ltd. is a China-based leading biopharmaceutical company that focuses on the research, development, production, and commercialization of vaccines that protect against human infectious diseases..

On March 18, 2025, SAIF Partners IV L.P. (15%) submitted a requisition to the board requesting a special shareholders' meeting to (i) remove directors David Guowei Wang, Pengfei Li, and Jianzeng Cao, along with any others appointed without shareholder approval after February 8, 2025, and (ii) elect nine new nominees to the board. Source

On February 28, 2025, the company announced a new Board of Directors that excluded Mr. Shan Fu, Vivo Capital's (8.2%) designee since 2018, despite requests for his inclusion. Vivo Capital intends to take action to reinstate Mr. Fu and has aligned with SAIF Partners IV L.P.'s March 18, 2025 requisition to remove certain directors and elect new nominees, including Mr. Fu. Vivo Capital plans to vote in favor of SAIF's proposals and continue collaborating with other shareholders to influence the management, board, and corporate structure. Source

On March 25, 2025, Advantech Capital (8.14%) stated that it intends to vote in favor of SAIF Partners' proposals at any scheduled meeting. Source

On April 1, 2025, the company suggested that the new Board may challenge the validity of the Advantech Capital’s shares and exclude them from a planned cash dividend. In response, the Advantech Capital took steps to protect their rights, including requesting on April 9, 2025, to join an arbitration filed by Vivo Capital in March 2025 at the Hong Kong International Arbitration Centre, seeking confirmation of their entitlements. Source

On April 23, 2025, Vivo Capital issued a press release announcing it has filed multiple lawsuits against the current Board, controlled by activist investor 1Globe Capital, alleging value-destructive actions including resisting shareholder meetings, threatening to cancel 16% of common stock held since 2018 (including Vivo’s stake), appointing 1Globe affiliates, and excluding Vivo’s board representative. These actions triggered the resignation of Sinovac’s independent auditor Grant Thornton, citing unreliable board resolutions, delaying Sinovac’s NASDAQ relisting (halted since 2019) and risking compliance with U.S. securities laws. Vivo seeks to replace the board via a shareholder meeting and has initiated legal proceedings to challenge the board’s actions and uphold shareholder interests.

On April 28, 2025, SAIF Partners IV L.P., through Cede & Co., requisitioned a special shareholders' meeting to remove three directors—David Guowei Wang, Pengfei Li, and Sven H. Borho—and any others appointed after February 8, 2025 without shareholder approval, and to elect 10 new nominees to the board. Source

On June 11, 2025, Vivo Capital issued a letter refuting the company’s April 29 claims as false and misleading, particularly around dividend intentions and Vivo’s role in past board control. Vivo defended its critical financial support during key moments—such as funding CoronaVac’s development amid legal and capital constraints—and rejected allegations of seeking a “double-dip” on dividends. It highlighted governance concerns, including the resignation of Sinovac’s auditor, board instability, and a looming NASDAQ delisting risk. Vivo urged shareholders to vote for qualified directors at the July 8 meeting to restore transparent governance and fair treatment for all investors.

On June 17, 2025, Weidong Yin filed 13D stating that SAIF Partners IV L.P. had mailed definitive proxy materials for a July 8 shareholder meeting to nominate directors, including Weidong Yin to the board. Source

On June 27, 2025, Dr. Chiang Li, Chairman of the company and 1Globe Capital (32.3%), voted a total of 6.8 million shares against both proposals in the proxy statement for the July 8 Special Meeting, which sought to remove and replace the Board (excluding Dr. Li). Although listed on the alternative slate by SAIF without prior communication, Dr. Li confirmed he would serve if elected but explicitly opposed both proposals. He also directed 1Globe Biomedical and related parties, controlling over 9.9 million additional shares, to vote "AGAINST" both proposals on the white proxy card, supporting the current Board. Source

On July 4, 2025, the company announced that both ISS and Glass Lewis recommended shareholders vote against replacing the current board at the July 8 special meeting, supporting the company’s WHITE proxy card.

On July 9, 2025, Sinovac adjourned its Special Meeting pending a final court ruling on the validity of PIPE shares issued by the former “Imposter Board.” The Antigua Court had barred those shares from voting, but a temporary stay was granted by the Court of Appeal.

On July 11, 2025, Vivo Capital stated that on May 19, 2025, Sinovac announced a July 8 Special Meeting and sought to exclude certain shareholders, including Vivo Capital, from voting. After legal battles in Antigua and Barbuda and a stay order from the Court of Appeal, Vivo Capital voted for SAIF's board slate, including Mr. Shan Fu, who was elected and joined the board. Vivo Capital continues to engage with shareholders and pursue legal actions related to Sinovac’s governance, board. Source

ISS Backs Findell’s Push for Board Change at Oportun Financial (OPRT)

Key Summary: Findell Capital Partners (5.4%) criticized the company's poor stock performance compared to its competitor, OneMain Holdings, Inc. They suggested replacing board members, reducing expenses, changing leadership, and improving governance. On March 7, 2024, they nominated three director candidates for the 2024 AGM. On April 22, 2024, the company entered into a cooperation agreement with Findell Capital Management. On March 20, 2025, Findell Capital announced its plans to nominate two directors and believes Oportun is undervalued, proposing operational changes to boost its valuation to $22-$33 per share. On March 27, 2025, Findell Capital Management nominated Sandra Bell and Warren Wilcox to its Board

Market Cap: $321 million | Oportun Financial Corporation provides financial services. It offers personal loans and credit cards.    

On November 27, 2023, Findell Capital Partners (5.4%) highlighted that the company's stock had performed poorly compared to its competitor, OneMain Holdings, Inc. Findell Capital Partners believed this was due to wasteful investments and unproductive expenditures by the CEO and a board of directors lacking industry-specific knowledge. Findell Capital Partners suggested the following actions to unlock the company's value: replace board members with subprime lending experience, reduce operating expenditure, replace the then-current leadership team, and adopt shareholder-friendly governance. They intended to work constructively with the Board but reserved the right to take further action if needed to protect shareholder interests. Source

On December 4, 2023, Findell Capital Partners issued a letter to the shareholders expressing serious concerns about Oportun's financial and stock price underperformance under CEO Raul Vazquez.

Valuation Insight

"Oportun's core business is a great one. Under the right cost structure, the Company should generate +$3-$4 in earnings per share and the stock should trade for +$20 a share versus $2.60 a share today."

On March 7, 2024, Findell Capital Partners (6.7%) submitted a letter to the company nominating three director candidates – Susan Ehrlich, Scott Parker, and David Tomlinson – for election to the Board at the 2024 AGM. Findell Capital Partners has been in ongoing constructive and private discussions with the Board and management, aiming to reach a cooperative resolution. Source

On April 19, 2024, the company entered into a cooperation agreement with Findell Capital Management and pursuant to it, the company appointed Scott Parker as a new independent director and Richard Tambor as an observer to its Board. Tambor will also stand for election at the 2024 shareholder meeting.

On March 20, 2025, Findell Capital (9.1%) issued an open letter to the Board calling for leadership changes. It criticized CEO Raul Vasquez and Lead Director R. Neil Williams for their lack of lending experience and poor performance. Findell plans to nominate two experienced directors to replace them, believing Oportun is significantly undervalued. It proposes operational improvements and better leadership to increase the company’s valuation to $22-$33 per share, aiming to remove obstacles posed by the current board.

On March 27, 2025, Findell Capital Management nominated Sandra Bell and Warren Wilcox to its Board. Findell criticized the legacy Board for poor governance and attributed recent stock price recovery to their involvement. They urged stockholders to elect their nominees at the upcoming annual meeting to drive operational improvements and better governance. Source

On May 5, 2025, Findell Capital Management sent a letter to the shareholders that it is pushing for board changes, citing poor oversight, excessive costs, and strategic missteps under CEO Raul Vazquez. Despite some progress with two new directors in 2024, Findell claims legacy board members remain aligned with management and lack lending expertise. It is nominating Warren Wilcox to restore independence, cut costs, and refocus on core lending to unlock shareholder value.

On June 16, 2025, Findell Capital Management released an investor presentation criticizing the legacy board’s oversight and urging the election of Warren Wilcox to add subprime lending expertise. Findell blamed former CEO Raul Vazquez for value destruction, including a $1.5B capital loss and the $211M Hello Digit acquisition, citing a 76% stock decline and poor performance vs. peer OneMain. It credited past improvements to its nominated directors and sees further upside if Oportun cuts $80M in OpEx, removes the 36% rate cap, and targets >40% ROE, estimating a path to over $22/share by 2026.

On July 7, 2025, Findell Capital announced that ISS recommended shareholders vote for Findell’s nominee Warren Wilcox and withhold support for long-tenured CEO Raul Vazquez, citing years of poor governance and a ~55% stock decline since the 2019 IPO. Source

AJP and Orbic Issue Open Letter to Fellow Sonim (SONM) Stockholders

Key Summary: On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. On April 10, 2025, AJP Holding and Orbic, representing over 1.9 million shares, rejected Sonim Technologies’ claim that their board nomination notice was deficient, calling it a tactic to entrench the current board. On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations. On June 2, 2024, AJP and Orbic voluntarily dismissed the Delaware Action without prejudice through a stipulated agreement with the Director Defendants. On June 26, 2025, Orbic offered $25M to buy most of Sonim’s assets and, along with AJP, urged stockholders to back their board nominees at the July 18 meeting.

Market Cap: $10 million | Sonim Technologies, Inc. provides ruggedized mobile phones and accessories for task workers.

On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. They criticized Sonim's Board for resisting strategic discussions, which they believe have harmed stockholder value, and aim to bring operational and financial improvements through their nominees. Source

On April 10, 2025, AJP Holding and Orbic North America strongly objected to Sonim Technologies’ April 7, 2025 rejection of their board nomination notice, calling it a baseless and improper attempt to entrench the current board. They argue the notice fully met disclosure requirements, detailing the nominees’ extensive qualifications. Citing legal precedents, stock underperformance, governance concerns, and recent financial losses, they accuse the board of violating fiduciary duties. AJP demanded the rejection be reversed and warned they would pursue all legal options if the board persists in blocking shareholder rights. Source

On April 16, 2025, AJP and Orbic filed a preliminary proxy statement with the SEC to solicit votes for their director nominees to the board at the 2025 annual meeting.

On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations per the company's bylaws and alleging fiduciary breaches by the directors. Source

On June 2, 2025, AJP, Orbic and the Director Defendants entered into a Stipulation of Dismissal pursuant to which AJP and Orbic voluntarily discontinued the Delaware Action without prejudice. Source

On June 26, 2025, Orbic submitted a revised non-binding proposal to acquire substantially all of Sonim’s assets for $25 million in cash, subject to specified terms. The same day, AJP and Orbic issued an open letter urging Sonim stockholders to support their slate of independent nominees at the July 18, 2025, Annual Meeting.

On July 9, 2025, AJP Holding and Orbic issued an open letter urging stockholders to vote for their independent board nominees at the upcoming July 18 annual meeting. They criticized Sonim’s board for rejecting a superior, well-financed acquisition offer from Orbic—offering a 66.7% premium—and instead pursuing an exclusive, non-binding deal with Social Mobile® that lacks transparency and signed agreements. AJP and Orbic highlighted Sonim’s 75% stock price plunge, a dilutive offering, and continued value destruction, calling for a complete leadership overhaul to restore shareholder value.

Hartman Warns Shareholders of Illegal Proxy Tactics by Silver Star (SLVS)

Key Summary: In Oct 2023, Allen R. Hartman advocated for Silver Star's liquidation and criticized mismanagement, leading to legal disputes regarding annual meetings. In Dec 2023, Hartman was sued by Silver Star for alleged misconduct. In Jan 2024, the company is conducting a Consent Solicitation to re-elect directors, which Hartman opposes, citing board actions that thwart stockholder choices and violate the company's charter. On March 21, 2025, Allen R. Hartman delivered a letter to the company nominating a slate of three director candidates for election to the board at the 2025 Annual Meeting of Stockholders. On April 10, 2025, Al Hartman criticized Silver Star CEO Gerald Haddock for awarding himself 1 million shares, calling it excessive and a breach of duty.

Market Cap: $28 million| Silver Star Properties REIT, Inc. is a self-managed real estate investment trust that is currently repositioning in an orderly manner into the self storage asset class.

On October 17, 2023, Allen R. Hartman (15%) expressed his belief that Silver Star should pursue a liquidation strategy and return capital to investors due to perceived mismanagement. He argued that most stockholders would prefer their capital returned in a Texas commercial property REIT rather than risking it in a national self-storage strategy. Mr. Hartman attributed Silver Star's declining value to mismanagement by the Executive Committee, led by Gerald Haddock. He accused Silver Star of adopting a short-term liquidation approach with asset sales at discounted prices and overinvestment in self-storage ventures at high costs to investors. Silver Star hadn't held an annual stockholder meeting since 2013, leading Mr. Hartman to file a lawsuit for a 2023 meeting. In response, Silver Star changed its Bylaws to allow stockholders to act without a meeting, a move contested by Mr. Hartman as violating Maryland law. Additionally, he and vREIT requested access to Silver Star's stock ledger, which was denied, claiming a lack of a "legitimate purpose." Source

On October 19, 2023, Mr. Hartman and vREIT filed a First Amended Complaint in the Maryland Litigation to compel a 2023 annual meeting, inspect the stock ledger, and declare the Purported Bylaw Amendment unlawful. Source

On December 14, 2023, Allen R. Hartman issued a press release disclosing that he object to the ongoing consent solicitation and that he is going to vote “NO” to the proposal in the Consent Solicitation for the re-election of Jack I. Tompkins, Gerald W. Haddock and James S. Still to the Board.

On December 14, 2023, Silver Star Properties REIT, Inc. initiated legal proceedings against Allen R. Hartman and related parties, alleging multiple charges including fraud, conspiracy, slander of title, and breach of contract. The company contends that the Hartman Defendants engaged in self-dealing, misused company resources, breached fiduciary duties, and conducted fraudulent litigation, resulting in substantial damages. These legal actions seek to address the alleged misconduct and facilitate the recovery of damages. Source Top of Form

On January 8, 2024, Silver Star Properties REIT, Inc. stated that it is conducting a Consent Solicitation to re-elect incumbent directors while seeking to reduce the board's size, effectively removing Allen Hartman. Hartman, the largest stockholder, strongly opposes the re-election, alleging that the board is avoiding an annual meeting, violating the company's charter, and preventing meaningful stockholder choices. Source

Silver Star has not held an annual meeting of stockholders in a number of years. The Entrenched Directors have blocked all of Hartman’s efforts to hold an annual meeting where stockholders could have a choice between re-electing the Entrenched Directors versus an alternative slate that has a different vision of the Company. This summer, Hartman reminded the Company of its obligations under law and its charter to hold an annual meeting for the purpose of electing directors and asked when one would be scheduled. Rather than schedule a meeting, the Board enacted a bylaw amendment in an attempt to avoid an annual meeting where stockholders would have a choice, and instead the bylaw amendment would permit directors to be elected by stockholder consent obtained through a consent solicitation. The Hartman Group believes the bylaw amendment was made in bad faith by the Entrenched Directors, is a blatant manipulation of the corporate machinery by them to remain in office, and violates Silver Star’s charter and Maryland law. Hartman has been forced to resort to litigation, and has in fact sued the Company and the Entrenched Directors to declare the bylaw amendment invalid and to compel an annual meeting.

On January 12, 2024, Allen Hartman and the Hartman Group sent an email to the shareholders, expressing frustration with the current Board and advocating for the liquidation of the company instead of pursuing a self-storage strategy. They proposed a new board focused on selling properties, paying down debt, and returning capital to shareholders. They cited an estimated conservative value of $8.00 per share and urged investors to revoke their consent solicitation votes to push for liquidation. Source

On January 18, 2024, Allen Hartman and the Hartman Group sent a letter to the shareholders countering Haddock's (CEO of the company)claims and the ongoing Consent Solicitation. Hartman denied using the company for personal gain, unlike Haddock, who took fees and awarded himself convertible units. He criticized Haddock's lack of experience and mismanagement, leading to poor company performance and auditor issues. Hartman emphasized the need for liquidation as per the company's charter, opposing the Board's new strategy. He called for a shareholder meeting to decide on asset sales and capital return, urging shareholders to revoke consent to the Board's current plans.

On Feb 1, 2024, the company announced that its consent solicitation closed on January 29, 2024. A Maryland court granted a preliminary injunction preventing the Company from counting votes until further notice. The Company is evaluating its options, but existing directors, including the Executive Committee, will remain in place regardless of the vote outcome.

On March 21, 2025, Allen R. Hartman (7.9%) delivered a letter to the company nominating a slate of three director candidates, Allen R. Hartman, Brent Longnecker and Benjamin Thomas, for election to the board at the 2025 Annual Meeting of Stockholders. Source

On April 1, 2025, the Hartman Group issued a letter to the shareholders criticizing Silver Star Properties’ leadership under Haddock, blaming them for destroying $278 million in net asset value since 2022 through their failed "New Direction Plan." They disputed SSP’s financial claims, highlighted past tenant satisfaction, and accused management of poor asset sales, mismanagement, and excessive compensation. The letter referenced a court order requiring a shareholder vote within six months to choose between liquidation and an alternative strategy, urging shareholders to consider replacing the board and holding management accountable.

On April 10, 2025, Al Hartman issued a letter to Silver Star shareholders condemning CEO Gerald Haddock’s award of 1 million shares to himself, calling it excessive and lacking endorsement from reputable compensation experts. Hartman said he spoke with 35 major shareholders representing nearly 20% of shares—97% of whom want Haddock removed. He accused Haddock of breaching fiduciary duty and prioritizing self-enrichment despite the company’s poor performance, suggesting legal action may follow his removal.

On May 27, 2025, Al Hartman, former CEO and largest shareholder of Silver Star Properties REIT, urged shareholders to vote in an upcoming proxy to replace current leadership, citing drastic value destruction under CEO Haddock. He highlighted the company’s NAV decline from $412M in 2020 to $134M by mid-2024 and accused Haddock of fiduciary breaches, financial non-disclosure, and misuse of funds to delay the shareholder meeting set for July 7. Source

On June 12, 2025, the Hartman Group urged shareholders to vote for its plan to return capital, criticizing current leadership for selling $395M in legacy assets and reinvesting in speculative, cash-negative properties, while insiders enriched themselves. It opposes a $50M preferred equity raise that would dilute common shareholders. Source

On June 19, 2025, the Hartman Group issued a letter blaming Silver Star Properties’ collapse on poor leadership following Al Hartman's forced exit. They cited plunging occupancy, distressed asset sales, and negative cash flow, contrasting it with Hartman’s past performance, including high occupancy and profitable exits. The letter urged shareholders to vote the BLUE proxy card to restore former leadership and stop further value destruction.

On June 23, 2025, the Hartman Group, owning ~7.8% of Silver Star Properties, alleges the Board triggered a poison pill and changed the Annual Meeting date and record date to entrench its control and dilute their stake. They call it a second misuse of the poison pill to suppress dissent. The group urges shareholders to vote the BLUE proxy card to remove key Board members, reject the company’s strategy, and support asset liquidation and capital return. Legal action is being considered. Source

On July 8, 2025, the Hartman Group warned shareholders that Silver Star Properties is illegally soliciting proxy votes despite being barred by the SEC for failing to file audited financials. Hartman urged shareholders to ignore calls from Silver Star or Alliance Advisors, avoid voting on the WHITE card, and stick with the BLUE proxy if already voted. They also flagged Silver Star’s use of a second “poison pill” and confirmed that the Hartman Shareholder Alliance will honor the resulting share split. Source