Delaware Court Denies HOA TRO Request

J ESSIE R. B ENAVIDES M AGI STRATE IN C HANCERY C OURT OF C HANC ERY OF THE S TATE OF D ELAWA RE C OURT OF C HANCERY C OURTHO USE 414 F EDERAL S TREET D OVER, DE 1 9901 February 20, 2 026 Via File&Ser veXpress Via File&Serve Xpress Felicia Browne ll, Esquire Joseph J. Belle w Counsel for Pet itioner Counsel for Res pondents Brownell Law Group, LLC Gordon, Reese, Scully, 252 Mariners W ay Mansukhani, LLP Bear, DE 19701 221 W. 10 th Street, 4 th Floor #447 Wilmington DE 19801 RE: Shawnte Billin gs v. Hickory Hollow H omeowners Associatio n, et al. C.A. No. 2025-1 265-JRB Dear Counsel: Through this letter, I: (1) deny Petitioner ’s Motion for Tem p orary Restra ining Order and Prelimina ry Injunction, filed on Feb ru ary 3, 202 6 (the “ Motion for TRO/PI ”); 1 and (2) gr an t Respondents’ request f o r the Respo ndents to conti n ue to Act as t h e B oard of Directors (“Req uest for Authority to Ac t ”), filed February 12, 2026, sought as relief in Respondent s ’ Answer to Petitioner’ s Motion for Temporary Restraining Order and Preliminar y Injunction (“ Respondents’ Answer”). 2 My 1 Pet. Mot. for T emp. Restraining Ord. and Prelim. Inj., Docket Item (“D.I.”) 38. 2 Resp’ t Answ. T o Pet. Mot. for T emp. Restraining Ord. and Prelim. Inj., D.I. 43, ¶ 21. EFiled: Feb 20 2026 03:39PM EST Transaction ID 78520704 Case No. 2025-1265-JRB

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 2 of 21 reasoning for each follows a brief recitation of the posture on which these requests come before m e. I. INTRODUCTION On November 3, 2025, Pet i tioner, Shawnte Bi llings (“Billin g s”), filed a V erified Emer g ency Petition for Injunctive Relief from Illegally Filed Amendment by the Hick o ry Hollow Boar d of Direc tors (the “BOD”). 3 Through her pet ition, Petitioner sought an injunction against the BOD from holding elections, and an order invalidating the tw o amendments at iss u e. 4 On or about February 3, 2026, Petitioner filed the instant Motion for T emp o rary Restraining Order and Preliminar y Injunction to Enjoin the BOD from Acting or Holding General Elections Until Further Order by the Cour t. 5 Through th at Motion, Petitioner seeks to enjoin Respondents from acting as the BOD on behalf o f the Hickory Hollo w Homeowne rs Association (the “HOA”), and the 2026 An nual Meeting, scheduled for February 17, 2026 be canceled, until lega l authority of who can act as the Board is determined by the Court. 6 T h e Court hel d oral ar gument o n this Moti on on February 13, 2 0 26. II. BACKGROUN D A. Facts 3 Pet’r. Compl., D.I. 1. 4 Id. 5 Pet’r Mot. T emp. Restraining O rd. and Prelim. Inj., D.I. 38. 6 Id. ¶ A- G.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 3 of 21 This case arises fr om a dispute ove r alleged procedural violations by t he BOD. 7 Petitioner is a resident of th e Hickory Hollow co mmunity and member of the H OA. 8 In her verified emer gency petition, Petit i oner alleged th at on or about June 5, 2024, the BOD amended and recorded t he amendments t o the Covenants, Conditions, and Restrictions of Hic kory Hollow (“CC&Rs”) without community notice or approval. 9 The se amendmen t s imposed weekly fees to HOA members for non-compliance with the CC&R s and proh ibited HOA memb ers from vot i ng if they had any outstanding Arch itectural Review Committee (“ARC”) violations and fines. 10 On o r about October 2 7, 2025, notice of a s econd amendment t o the CC&R s wa s filed to the Kent County Recorder of Deeds and this second amendment stated that the previo us amendment was properly noticed to HOA members. 11 Amidst th e current litigation, on or about January 20, 2025, a Special Meeting and Electio n (“Specia l Election”) t ook plac e. 12 A vote was con ducted for the purpose of removing the existing BOD. 13 As a result of the Sp ecial Election, P etitioner, 7 Pet’r. Compl., D.I. 1. 8 Id. ¶13. 9 Id. ¶12. 10 Id. ¶19. 11 Id. ¶21. At Oral Argument, there was much discus sion about the recording of these amendments. Petitioner alleges that there were two amendments that were filed with the Reco rder of Deeds. Respondent ar gued that only the vot ing amendment as recorded. The other amendment was withdrawn. 12 Resp’ t Lt r., D.I. 29. 13 Resp’ t Lt r., Ex. A, D.I. 3 0.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 4 of 21 Shawnte Billi ngs, became the allege d sole remaini n g board member of t he 2025 BOD. 14 At Oral Ar gument on February 13, Ms. B illings testifie d in p art of her case in chief that sh e was officia l ly elected to the Board on December 5, 2024. 15 She testified that she was told by the BOD Pr es ident, Beverly Pinc kney that she wa s removed from t he Board by a majority vote. 16 Ms. Bi llings al so testified reg ardin g her purported removal from th e BOD and her sentiments regarding the same. 17 Ms. Billings testified t hat she sent around the Petition for Special Election b ecause she and other community members had concerns the BOD would n ot adhere t o t he Court’ s rulings i n this matter. 18 Respondent called Bever ly Pinckney, one of the Responde n ts and the president o f the BO D to testify. She testified re g arding her beliefs as to whether Petitioner was a me mber of the BOD and i nformation re lating to Petitioner ’ s appointment and removal from the BOD. 19 Ms. Pi nckney also testified that she did 14 Resp’ t Lt r., D.I. 29. 15 Hearing on Mot. for T emp. Restraining Ord. and Prelim. Inj. T rans. 20:1- 23:10; Pet. Ex. 1, D.I. 45. 16 Hearing on Mot. for T emp. Restraining Ord. and Prelim. Inj. T rans. 24:12 -26:04; Pet. Ex. 2, D.I. 45. 17 Id. 18 Hearing on Mot. for T emp. R estraining Ord. and Prelim. Inj. Trans. 29:09-35:07. 19 Id. at 81:09-82:22.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 5 of 21 not believe petition for the S pecial Election had the requisite 2 0 percent threshold and so the BOD did not hold a Special E lection. 20 B. Pr ocedural Hist o ry In her emer gency petitio n for inju nctive relief, Petitioner requested that the Courts declare the B OD-enacted CC&Rs amendme nts be invalidate d, the e lection be rescheduled, with prompt notice to all HOA members and all fees and liens associated with the amendments be refund ed or removed. 21 On November 5, 2025, Petitioner filed a n Ex Parte M otion for T emporary Re straining Order to Prohibi t th e BOD from hold i ng an “improper” e lection and prohibiting HOA members from voting in the same. 22 Plaintiff requested that the Court intervene to stop a meeting that the HOA was holding on November 5, 2025 to elect new members. 23 The Court denied the request and found that Petitioner had a colorable claim but she had not met her burden of establishing tha t she will suf fer imminent, irreparable, non-speculative h arm to warrant a temporary re straining orde r. 24 20 Id. at 83:14-85:15. 21 Pet’r Compl., D.I. 1, ¶ A-K. 22 Pet’r Mot. for TRO, D.I. 6. 23 Id. ¶ 17. 24 Minute Ord., D.I. 7 (“Any action taken by the HOA prior to November 12 hearing can be undon e. Additionally, the alleged immi nent irreparable har m is speculative. The ple ading does not set fo r the with specificity what, if any harm, the Petitioner mat face if the election move s forward and how that harm is irreparable.”).

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 6 of 21 Respondents were su b sequently served 25 and filed several dif ferent entries of appearance for various at torney representatives. 26 The first hearing on the Expedited Motion for Prelim inary Injunction was scheduled for November 12, 2 025, but was continued for lack of service to Respondents. 27 The second h earing on that Motion was held on N ovember 18, 2 025. At that hearing, the parties represented they had an agreement, and the Court continue d the matter to allow the parties t ime to reduce the agreement to writin g. 28 The parties were unable to finalize an agreement, and the matter was set fo r a telephonic hearing on D ecember 5, 2025. On or about December 5, 2025, Responden ts filed an Answer to Petitioner’ s Emer gency Petition for Injunctive Reli ef. 29 At the telephonic hearing on December 5, the parties represented that an agreement had been reached and the Cour t memoria l ize d that agre ement in a Complex Order. 30 On December 9, Petitioner filed an Emergen cy Mo t ion t o Compel Cancellation of the General Election Scheduled fo r the December 10 as Petitioner had not received notice. 31 T h e Emergency Motion was denied as moot because the 25 Pet’r Aff., D.I. 9. 26 D.I. 10; D.I. 13-15. 27 Jud. Action Form, D.I. 1 1. 28 Id.; D.I. 12. 29 Resp’ t Answ. to Emergency Pet. for Inj. Relief, D.I. 17. 30 Complex Ord., D.I. 18. 31 Pet’r Mot. to Compel, D.I. 19.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 7 of 21 December 10 election had been postponed and Respondents had issued n otice of the same to the community. 32 T h e parties ag reed to a jo int stipulation governing case schedule a nd were to continue to meet and confer per the C omplex Or der bef o re the February 2, 2026 trial. 33 T h e compos i tion of th e BOD was to “remain unchanged except for as ot herwise permissib l e by the H OA Byl aws and ARC.” 34 Three days before the scheduled pretrial conference, on or about January 23, 2026, co unsel for Respondents i nformed t he Court a S pecial Electio n had been held by the HOA on January 20, 2026. 35 The Court held a telephonic pretrial confere nce on January 28, 2026. 36 T h e Court moved the trial t o February 13, 2026 in light of the new concerns over the governance of t he HOA stemming from the Special Election. 37 Following the Pretrial Conference, the parties continued to file l etter s with the Court regarding the issue of governa nce. 38 On or abou t Februar y 3, 2026, Petitioner then filed this Motion for T emporary Restraining Order and Preliminary Injunction 32 Minute Ord., D.I. 22. The election at the center of the Emerge n cy Petition that was initially scheduled for Decembe r 10, 2025, was postponed. Respondents issued notice to the H OA community. 33 Granted Joint Stip. and Ord., D.I. 24. 34 Complex Ord., D.I. 18. 35 Resp’t Ltr., D.I. 29 (Parties agreed to schedule tri al for February 2, 2026 and a pretrial conference for January 26, 2026.). 36 Jud. Action Form, D.I. 35. 37 Id. 38 D.I. 37; D.I. 40.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 8 of 21 to Enjoin the BOD from Acting and Holding General Elections Until Further Court Order (“Motion f or T RO/PI”) at issue in this decision. 39 Petitioner sought to enjo in the Respondent s from holding the scheduled February 17, 2026 election while the governance issue was being resolved by litigation. 40 Petitioner also sought to have the matter resolved “expeditiously” because the governance issues had caused the property management company to terminate its contract with the HOA, a budget could not be approved, and the HOA could not collect s ervice fees, u ntil the Court resolved the ma t ter. 41 In her Motion for TRO/PI, Petitioner alleges that o n December 1 1, 2025, several HOA members sent a reque st to s everal BOD members, requesting a S p ecial Meeting to remove them from the BOD. 42 Petitioner further alleges that this reques t was ignored and the HOA members notified the entire commu nity of the Special Meeting, in accordance with the H OA byl aws. 43 The Special Meeting in question is the January 20, 2026 Special Election, in which Petitioner was t he sole individua l 39 Pet’r Mot. for T emp. Restraining Ord. and Prelim. Inj., D.I. 38. Also on February 3, 2026, Petitioner filed a letter, requesting that the Court deny R espondent’ s Fe bruary 2, 2026 continuance request because Respondents had already hired and fi red two attorney s so they would need additional time to find counsel. Petition er also requested that Respondents recognize the Special Election, held on January 20, 2026, in which HOA members voted to remove the then -existing BOD. 40 Pet. Mot. for T emp. Restraining Ord. and Prelim. Inj., D.I. 38. 41 Id. 42 Id. ¶ 4. 43 Id. ¶ 5.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 9 of 21 allegedly not removed from the BOD and all Respondents were voted remove d from the BOD. 44 Respondents, accordin g to Petitioner ’ s motion, did not accept the results of the Sp ecial Election and instead sent out information p ertaining to nominatin g and voting in the Ge neral E lection Meeting, scheduled for Febru ary 17, 2026. 45 This statement was supplemented at oral ar gument, on February 13, when Petitioner arg u ed that, given the share d history, the HO A lacked confidence in the BOD to act according to th e December 12, 2025 Court Order, so Petitioner and a group of unidentified HOA members took m atters into their own hands. On February 4, 2026, Petitioner filed a Motion for Leave to File Amended Petition. 46 Petitioner sought the Court t o update the all egations in the ori ginal petition to include the par ties ’ recent g o vernance disputes. 47 At the request of counsel, the Cour t held anot h er teleconference on Februar y 4, 2026. At that teleconference, the Court converted trial on February 13, 2026 to a hearing on the instant moti on. 48 On February 12, 2026, Respondents filed an Answer (“ Respondents’ Answ er”), respondin g to the in s tant M otion for TRO/PI. 49 Respondents disp u ted that the y have been r emoved from BOD in satisfaction of th e 44 Id. ¶ 6-10. 45 Id. ¶ 8-16. 46 Pet. Mot. for Leave to File Amend. Pet., D.I. 41. 47 Id. 48 Minute Ord., D.I. 42. 49 Resp’ t Answ. T o Pet. Mot. for T emp. Restraining Ord. and Prelim. Inj., D.I. 44.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 10 of 21 special election requirements. 50 Re moval of the Respondents as members of the BOD is to be determined at a separate summary proceeding. 51 Responde n ts were agreeable to the Court ru ling o n the need to reo pen the nomination p erio d, as part of the determi nation of this in s tant motion. 52 Oral argumen t on the instant Motion was held on February 13, 2026. At the beginning, the parties rep resented to the Court that they had reached an agreement to postpone the February 17 general el ection until further order of th e Court or by mutual agreement of the parties. 53 At oral ar g ument, Petitioner t estified and arg u ed that she had met her burden for the Court to g rant the TRO and PI. Petit ioner argue d that if t he Co u rt did not enjoin Re s pondent s from ac ting as the B OD, the comm unal confidence in the HOA would suffer and the voting rights o f each individua l HOA member would be harmed. Af ter Petitioner made her prese ntation, Respondents moved to dismiss the Motion on the basis that Petitioner had not met her burden of proof for a TRO or PI, there was no reasonable probability of prevailing on the motion, and failed t o demonstrate irreparable harm at that stage. 54 The Court found 50 Id. ¶ 4. 51 Id. ¶ 4, 1 1. 52 Id. ¶ 13. 53 This agreement was reduced to an order of the Court as a Minute Order issued on F ebruary 13, 2026. D.I. 47. 54 Hearing on Mot. for T e mp. Restraining Ord. and Prelim. Inj. T rans. 66:16-76:18.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 11 of 21 that Petitioners satisfied the threshold to warrant denying Responde nts request to dismiss. In their oral ar gument presentation, Respondent s argue d that no HOA member was preve nted from v oting in the General Election schedu led f o r Fe bruary 17, 2026. 55 Responden ts requeste d an annual as s essment be permitted so that H OA can continue normal operating procedures, while the governance issues are resolved. 56 At oral ar g ument, Respondents further stated that through requesting permission to act o n b ehalf of the HOA, such as to condu ct the annual assessment, a relief of status quo-type order on t his ability t o act wa s being sought. III. ANAL YSIS A. Petitioner’ s New Arguments will not Be Considered. Before proceeding, the Court will addres s the n ew argum ents presented by Petitioner during the Feb ruary 13, 2026, hearing on the Motion for TRO/PI. These new arguments, as pled by Petitioner, will not be considered towards the Court’ s analysis on the present mat t er. 57 55 Resp’ t Answ. T o Pet. Mot. for T emp. Restraining Ord. and Prelim. Inj., D.I. 44, ¶ 15. 56 Id. ¶ 20. R espondents also argue that a vote of H HOA members is not required to approve the annual assessment for 2026 because it is not more than 20% above the assessment for 2025. 57 Jung v. El T inieblo Int'l, Inc., 2022 WL 16557663, at *9 (Del. Ch. Oct. 31, 2022)(“Defendants waived thi s contractual argument by failing to raise it in their opening brief. Whether a party waived an argument is a matter of discretion. Generally, the failure to raise an argument in one ’ s opening brief c onstitutes a wa ive r of that ar gument.”); Cent. M ortg. Co. v. Mor gan Stanley Mortg. Cap. Holdings LLC, 2012 WL 3201139, at *14 fn. 1 12 (Del. Ch. Aug. 7, 2012).

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 12 of 21 The main objecti v e of motion pract i ce “is to ‘tes t the suf ficiency of the allegations’ contained in the complaint.” 58 Co mmon practice is to p rovide the other party notice of one’ s c laims s o that the other party may “draw all reasonable inferences in the [petit i oner ’ s] fav or, and deny” the claims made towar ds the motion. 59 During the February 13, 2026, Petiti oner introduced new argumen ts whic h were not reflected within Petitioner’ s papers and/or filings. 60 For example, Petitioner introduced arg u ments regarding alleged retaliation between parties, 61 allege d terrorization of the Hickory Hollow community, 62 and improper construction of election nomination forms. 63 These argum ents are new; they ar e not represented within the writings of Petitioner ’ s present motion. “The general rule … that a party waives any ar g ument it fails prope rly to raise shows deference to fundamental 58 Doe 30's Mother v. Bradley, 58 A.3d 429, 445 (Del. Super. Ct. 2012); Che ster Cnty. Employees' Ret. Fund v. New Residential C orp., 2016 WL 701 1350, at *3 (Del. Ch. Dec. 1, 2016). 59 CL P T oxicology, Inc. v. Casla Bio Holdings LLC, 2020 WL 3564622, at *9 (Del. Ch. June 29, 2020); Dillon Gage Inc. of Dallas v. Umicor e Pr ecious Metals USA Inc., 2025 WL 3779149, at *2 (Del. Super. Ct. Dec. 30, 2025) (citing Boissonneault v. Delawar e Podiatric Med., P.A., 2024 WL 5055538, at *3 (Del. Super. Ct. Dec. 9, 2024); In re Gen elux Corp., 126 A.3d 644, 672 (Del. Ch. 2015). 60 See Asbestos W orkers Loc. 42Pension Fund v. Bammann, 2015 W L 2455469, at *20 (Del. Ch. May 21, 2015) (“At Oral Ar gument, for the first time, the Plaintif f raised an ar gum ent that collateral estoppel should not apply because its Complaint was filed after five agency decisions adverse to the Company had been made. … the briefing did not contend that these agency decisions separated the issue be fore me from those decided in the New Y ork Actions, precluding collateral estoppel, and the Defendants had no meaningful opportunity to respond to such an ar gument. Accordingly, I find that any such argument was waived.”). 61 Hearing on Mot. for T e mp. Restraining Ord. and Prelim. Inj. T rans. 68:1 1-18. 62 Id. at 70:2-4. 63 Id. at 75:22-24.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 13 of 21 fairness and the reasonable notion that, t o defend a claim o r oppose a defense, the adverse party deserves suffici ent notice of the claim o r defense in the first instance.” 64 “Thus, to the extent [Petitioner] ha[s] attempted to bolster [her] pleadi ng with factual ma t ters not actually contained within the amended complaint … the Court will not consider these extraneous facts w hen addressing ” Petitioner ’ s Motion for T RO/PI nor w ill it consider new legal argumen ts. 65 B. Petitioner’ s Motion For TRO/P I is DENIED. The issue before the Court is whether to grant Petitioner ’ s Motion for TRO/PI. T o rule in Petitioner ’ s favor, the Court must find that Petitioner has met her burden for a T emporary Restraining Orde r (“TRO ”) or a Preliminar y In j unction (“PI”). The Court finds that Pet itioner has not met either burden and denies the Motion for TRO/PI. The standard for a T RO is such that: a movant must demonstrat e t hat she has stated a colorable claim; that the movant faces imminent, irreparable harm in the absence of a TRO; and that the balance of t he equities favors temporary injunctive relief. 66 “[I] f imminent irreparable harm exists, a TRO is ordinarily proper ‘unless: 64 PharmAthene, Inc. v. SIGA T e chs., Inc., 201 1 WL 6392906, at *2 (Del. Ch. Dec. 16, 201 1). 65 Doe 30's Mother v. Brad ley, 58 A.3d 429, 445 (Del. Super. Ct. 2012); See Emerald Partners v. Berlin, 2003 W L 21003 437, at *43 (D el. Ch. A pr. 28, 2003), aff'd, 840 A.2d 641 (Del. 2003); Emerald Partners v. Berlin, 726 A.2d 1215, 1224 (Del. 1999). 66 W agner v. BRP Grp., Inc., 316 A.3d 826, 857 (Del. Ch. 2024).

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 14 of 21 (1) the claim is frivolous; (2) granting the remedy would cause greater harm than denying it; or (3) the p laintif f has contribut ed in some way to the emergency nature of the need for relief. ’” 67 A PI resembles t he standard for a TRO, but with a greater burden on the mova nt, intensify ing the required show i ng on the merits “from a colorable claim to a reasonable probability of success.” 68 The Co urt of Chancer y often describes TROs and PIs as ‘extraor dinary relief ’ because, if granted, the co urt would provide relief at a preliminary stage, before a final adjudic ation is made. 69 “The purpose of a TRO i s ‘t o protec t t he status quo and to prevent imminen t an d irreparable harm from occurring pending a prel iminary injunction hearing or final resolution of a matter.’ Thus… [a] TRO is rarely appropriate where it grants the plaintif f all relief to which it might be entitled after a fu ll t rial on the merits.” 70 Similarly, for a PI, “if there is no threat of irreparable harm, then the matter can be addressed through the fin al remedy. And as with a TRO, if there i s no th reat of imminent and irreparable harm, then there is no n eed for the court to act before the remedial phase.” 71 67 Anew V enture s II, LLC v. T erra Glob. Inv. Mgmt., LLC, 2025 WL 1934097, at *1 (Del. Ch. July 1 1, 2025). 68 In r e COVID-Related Restrictions on Religious Servs., 285 A.3d 1205, 122 7 (Del. Ch. 2022). 69 Id.; Aquila, Inc. v. Quanta Servs., Inc., 805 A.2d 196, 202 –03 (Del. Ch. 2002). 70 Arkema Inc. v. Dow Chem. Co., 2010 WL 2334386, at *3 (Del. Ch. May 25, 2010). 71 In r e COVID-Related Restrictions on Religious Servs., 285 A.3d 1205, 122 8 (Del. Ch. 2022).

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 15 of 21 As conce d ed by Res pondents in Resp ondents’ Ans wer, and reaffi rmed as mutually agreed by both p arties during the hearing on February 13, 2026, the General Election, s cheduled for February 17, 2026, will be postponed and shall continue to be postpo ned until the merits of the pending matter, and th e relat ed governance issues, are resolved. 72 Therefore, the claim regarding the General Election is moot and not be a d dress ed. As to Petitioner ’ s request for the Court to enjoin Responde nts from acti ng on behalf of the H ickory Hollow HOA, pending the Court’ s determination of the Special Election held on January 20, 20 26, Petitioner has met the burden to prov e a colorable cla i m exists. “[A] co lorable claim exists so lo ng as the complaint sta tes ‘a non-frivolous cause of action.’ The Court need not ‘determ ine the merits o f the case or even the suffic i ency of the p leadings’ to find a claim is colorable.” 73 The Court finds that Petitioner has met this s tandard. However, Petitioner has not sufficien tly demonstrated the presence of imminent and irreparable harm. “W ithout a showing of irreparable harm, there is no need fo r th e court to act at an early st age o f the 72 Resp’t Answ. T o Pet. Mot. for T emp. Restraining Ord. and P relim. Inj., D.I. 43, ¶ 17, 18; Hearing on Mot. for T emp. Restraining Ord. and Prelim. Inj. T rans. 8:7-9. 73 Anew V enture s II, LLC v. T erra Glob. Inv. Mgmt., LLC, 2025 WL 1934097, at *2 (Del. Ch. July 1 1, 2025).

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 16 of 21 case.” 74 As such, imminent and i rreparable harm is not only a primary factor in the Court’ s analysis, but a necessary eleme n t to issue a TRO or PI. 75 It appears from the Motion that Petitioner ’ s asserted irre p arable harm wi ll arise from th e BOD, as configured p rior to January 2 0, 2026, being able to act o n behalf of the HOA and holding an election to elect new member s of the BOD, with particular concern towards t he general election scheduled for February 17, 2026. 76 The concern arises from the fact that t he B OD, as alleged by Petitioner, i s no w dif ferently co nfigured, w i th allegedly only one Board Member, Petitioner, remaining after Janu ary 20, 2026, and the original BOD no longer having the authority to ac t. 77 Petitioner does not allege with sufficie nt detail what imminent and irreparable harm she will face absent the issuance of a TRO or a PI. Petitioner claims that “these individuals are completely d isregard ing the voting and t he results from a validly held special election. The alleged i rreparable harm is that the votes and the rights of the individuals who voted, specifically Petitioner, … their votes are completely being ignored.” 78 A party s eekin g relief through a TRO or PI “ must point to a threat of 74 In r e COVID-Related Restrictions on Religious Servs., 285 A.3d 1205, 122 7 (Del. Ch. 2022). 75 Anew V enture s II, LLC v. T erra Glob. Inv. Mgmt., LLC, 2025 WL 1934097, at *1 (Del. Ch. July 1 1, 2025). 76 Pet. Mot. for T emp. Restraining Ord. and Prelim. Inj., D.I. 38, ¶ 6, 21. 77 Id. 78 Hearing on Mot. for T e mp. Restraining Ord. and Prelim. Inj. T rans. 70:14-71:1.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 17 of 21 harm that is both irreparable in the sense of not fixable during the remedial phase and imminent in the sense of l ikely to happen before a later stage of the case. ” 79 Absent immediate and irreparable harm, interim injunctive relief, s uch as a TRO and PI, are not necessary. 80 The Court does not find that Petitioner ’ s description of the alleged imminent and irreparable har m meets its bur d en, as required b y t h e standard for T ROs and PIs. The is sue of the votes at the special electi o n being “disregar d ed” does not amount to a n irreparable harm as it can be fixed b y further order of this Court if Petitioner i s successful on her governance related claims in a Section 225 action. Furthermore, al though the Court finds for no imminen t, irreparable harm, had the Court made such a finding, Petitioner would have been precluded from injunctive relief due to Petitione r ’ s contribution to the emergency nature of the need for relief. 81 It is apparent from the testimon y presented at oral ar gument that Petitioner along with a group of other s sought to circumvent t he Dece mber 5, 2025 order b y hold ing a special election that would h ave a significant impac t on t he ab ility of t h e BOD for HOA to operate. The Court is unmoved by claims t hat the special election was necessary because of d istrust some i ndividuals have towards the BOD. Petitioner 79 In r e COVID-Related Restrictions on Religious Servs., 285 A.3d 1205, 122 5 (Del. Ch. 2022). 80 Id. 81 Anew V enture s II, LLC v. T erra Glob. Inv. Mgmt., LLC, 2025 WL 1934097, at *1 (Del. Ch. July 1 1, 2025).

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 18 of 21 has co mplaine d a bout concer n s w ith how the annual fees will be co llected, who will maintain the p ropert y, who will and can hire a new property manager, and other issues rele v ant to operating an HOA by t he BOD. Y et, t hese issues would have been avoided had there been no special election. Petitioner d oes not have a legitimate basis to s eek relief from the chaos and uncertainty her own actions have helped to create. But for the Special Election held on January 20, 2026, Petitioner would not need to seek to enjoin the BOD from acting, particularly as trial was o rigina lly set for February 2, 20 26, and a general e l ection w as scheduled for February 17, 2026. C. Respondents’ Request for the Auth ority to Act/Status Quo Is GRANTED. Echoed by Respondents’ presentation during the hearing on Petitio n er ’ s motion, the request for relief sought in Responden ts’ Answer would require for the Court to issue an order enabling the Respondents to continue to act as the BOD, in essence to resume the s tatus quo of the BOD as of December 5, 2025. Respondents “request that the a nnual assessment be permitted to be issue [d ] so the normal operating procedures of Hickory Hollow Homeowners Association can continue while the governance issues are resolved.” 82 This request requ ires that the BOD, as 82 Resp’ t Answ. T o Pet. Mot. for T emp. Restraining Ord. and Prelim. Inj., D.I. 43 ¶ 21.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 19 of 21 composed as of December 5, 2025, maintains the ability to act, pending the resolution of t he present litigation and the Sectio n 225 complain t. T o fi nd in favor of i ssuing a status quo order, Respondents must “demonstra t e that: (1) ‘the order will avoid imminent i rreparable harm’; (2) the movant has ‘a reasonable likelihood of success o n the merits’ o f [their] cl aim; and (3) the harm to the movant absent an o rder outweighs any harm from granting the o rder.” 83 Respondents ar g ue that a status quo i s needed because: “bills have to be paid, insurance has to be p aid, assessments have to be paid… someone h as to run this or g anization… otherwise things are going to create problems fo r everyone until the governance issue is resolved.” 84 Respondents further add that d ue to the property manager submitting his r esignation, subject to v est around mid-late March, there are particular concer n s regarding main t enance of the propert y ’ s needs. 85 The Co urt finds that Responde n ts ha ve met the burden to demonstrate how the or der w ill a void immi n ent, irrepara ble harm. Respo ndents’ p resentation has also demonstrated a reasonable likelihood of success o n the merits o f this request for relief via status quo. The Court finds that the equities require a certain interventio n in o rder to allow for th e communit y to function. In the interim, pending resolutio n 83 Soleimani v. Hakkak, 2024 WL 2186292, at *3 (Del. Ch. May 15, 2024). 84 Hearing on Mot. for T e mp. Restraining Ord. and Prelim. Inj. T rans. 6:4-20, 8:4-9. 85 Id. at 88:10-16.

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 20 of 21 of this case, the needs of the Hickory Hollow community must take precedence. Therefore, the Court fi nds that the harm to the Hickor y Hollow community absent an order o f status quo, by permitting the Respondents as the BOD to act on behalf of the community while this case proce eds forward, ou t weighs any harm from granting the order. The Court grants Respondents’ request for relief by order of status quo. In granting the order of status quo, the Court rules that the status quo shall refl ect the state of affa i rs as of December 5, 2 025. The Bo ard as it was constituted as of December 5, 2025 shall remain the BOD pending further order of this Court or mutual agreement of th e parties. As once stated by Chancellor Chandler, this “is a binding order o f this Court. It binds the parties and it binds counsel. … If there are any violatio ns of that o rder, then I expect c ontempt applications to be ma de.” 86 This is not a determination or finding as to the validity of the January 20, 2026 Special Election or any other issue relating to governance of the HOA. The Court understands Pe titioner ’ s arg u ment re lating to commun ity membe rs havi ng concerns about the BOD respecting their wishes and carrying out t heir duties effective ly, but the act ions un dertaken by Petitio n er a nd other commun ity mem bers has served to 86 R & R Cap. LLC v. Merritt, 2013 W L 1008593, a t *3-4 (Del. Ch. Mar. 15, 2013), aff' d, 69 A.3d 371 (Del. 2013).

Billings v. Hickory Hollow s Homeowners Association, et al. C.A. 2025-1265-JRB February 20, 2026 Page 21 of 21 create more problems rather than resolve any. Petitioner has since filed a Secti on 225 complaint a nd concerns re l ating t o the Special E lection and any other re lated governance issues will b e addresse d and resol ved through that matter. IV. CONCLUSION For the reasons explained above, I deny the Petitioner ’ s Motion fo r TRO/PI and grant Responde nts’ request for the Authority to Act through a status quo order. The status qu o sh all be restored to tha t as of December 5, 2 025 a nd the Resp o ndents shall have the authority to act as the BOD for the HOA pending final resolution of this matter or mutual agreement o f the p arties. This is a magistrate’ s report p ursuant to Court of Chancery Rule 144. All exceptions are stayed pending a final report adjudicating the case on the mer i ts absent l eav e of the m agistrate. IT IS SO ORDERED. Respectfully, /s/ Jessie R. Benavi des Jessie R. Benavi des Magistrate in Cha n cery