What changed in this filing

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Item 9A. Controls and Procedures

2024-02-13 compared with 2023-02-22 · 93 added, 97 removed, 51 unchanged (79% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures —The Company has established and maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures —The Company has established and maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer , as appropriate, to allow timely decisions regarding required disclosure.

The Company has formed a disclosure committee that is responsible for considering the materiality of information and determining the disclosure obligations of the Company on a timely basis.

Both the Chief Executive Officer and the Chief Financial Officer are members of the disclosure committee.

Based upon their evaluation as of December 31, 2022, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) are effective.

Based upon their evaluation as of December 31, 2023, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) are effective.

Management’s Report on Internal Control Over Financial Reporting —Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

4 unchanged sentences

Other Information

2024 Annual Meeting of Stockholders

On February 7, 2024, our board of directors established May 15, 2024 as the date of our 2024 annual meeting of stockholders (the “2024 Annual Meeting”).

The time and location of the 2024 Annual Meeting will be specified in the Company’s proxy statement for the 2024 Annual Meeting.

Because the date of the 2024 Annual Meeting is more than 30 days before the anniversary of our 2023 annual meeting of stockholders, the Company is informing stockholders of this change in accordance with Rule 14a-15(f) under the Exchange Act and is informing stockholders of the new dates described below for submitting stockholder proposals and other matters.

In accordance with Rule 14a-8 under the Exchange Act, stockholder proposals intended to be presented at the 2024 Annual Meeting and included in our 2024 proxy materials must be sent in writing, by certified mail, return receipt requested, to us at our principal office, addressed to our corporate secretary, and must be received by us no later than a reasonable time before we begin to print and mail the proxy materials for the 2024 Annual Meeting.

Accordingly, our

board of directors has fixed the new deadline for submission of proposals to be included in our 2024 proxy statement as February 23, 2024.

In order for a stockholder proposal submitted outside of Rule 14a-8 to be considered at our 2024 Annual Meeting, the proposal must contain the information required by our bylaws and be received by us in accordance with our bylaws.

Pursuant to our current bylaws, stockholder proposals made outside of Rule 14a-8 under the Exchange Act must be delivered between the 150th day prior to the date of the 2024 Annual Meeting and the later of (i) the 120th day prior to the date of the 2024 Annual Meeting or (ii) the tenth day following the date on which public announcement of the date of the 2024 Annual Meeting is first made.

Accordingly, the deadline for shareholder proposals submitted outside of Rule 14a-8 is February 23, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

10 unchanged sentences

Portions of the Company’s definitive proxy statement for the 2024 annual meeting of shareholders to be filed within 120 days after the close of the Company’s fiscal year are incorporated herein by reference.

Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) and (c) Financial statements and schedules—see Index to Financial Statements and Schedules included in Item 8.

Consolidated financial statements of Safehold Inc.

are incorporated by reference to Item 8 of Safehold Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

001-38122) filed with the SEC on February 14, 2023.

Exhibits, Financial Statement Schedule and Reports on Form 8-K

(a) and (c) Financial statements and schedule—see Index to Financial Statements and Schedule included in Item 8.

(b) Exhibits—see index on following page.

INDEX TO EXHIBITS

Exhibit Number

Document Description

Merger Agreement, dated as of August 10, 2022, by and between iStar Inc.

and Safehold Inc.

(Schedules have been omitted pursuant to Item 601(b)(5) of Regulation S-K.

STAR agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.) (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, filed August 11, 2022)

Restated Charter of the Company (including the Articles Supplementary for each Series of the Company’s Preferred Stock).(1)

Amended and Restated Bylaws of the Company.(2)

Articles Supplementary relating to Series D Preferred Stock .(1)

Articles Supplementary relating to Series G Preferred Stock.(1)

Articles Supplementary relating to Series I Preferred Stock.(1)

Form of 8.00% Series D Cumulative Redeemable Preferred Stock Certificate .(3)

Form of 7.65% Series G Cumulative Redeemable Preferred Stock Certificate.(4)

Form of 7.50% Series I Cumulative Redeemable Preferred Stock Certificate.(5)

Form of Stock Certificate for the Company’s Common Stock.(6)

Base Indenture, dated as of February 5, 2001, between the Company and State Street Bank and Trust Company .(6)

Form of Global Note, No.

1, evidencing 5.500% Senior Notes due 2026 (7)

Thirty-Fifth Supplemental Indenture, dated September 1, 2020, governing the 5.500% Senior Notes due 2026 (7)

Thirty-Third Supplemental Indenture, dated as of September 16, 2019, governing the 4.75% Senior Notes due 2024 .(8)

Thirty-Fourth Supplemental Indenture, dated as of December 16, 2019, governing the 4.25% Senior Notes due 2025 .(9)

Thirty-Sixth Supplemental Indenture, dated as of October 29, 2021, governing the 4.75% Notes due 2024 .(10)

Thirty-Seventh Supplemental Indenture, dated as of October 29, 2021, governing the 4.25% Notes due 2025 .(10)

Thirty-Eighth Supplemental Indenture, dated as of October 29, 2021, governing the 5.50% Notes due 2026 .

Description of Common and Preferred Stock (11)

2009 Long Term Incentive Compensation Plan .(12)

2013 Performance Incentive Plan .(13)

Form of Restricted Stock Unit Award Agreement .(14)

Form of Restricted Stock Unit Award Agreement (Performance-Based Vesting) .(15)

Form of Award Agreement For Investment Pool .(16)

Amended and Restated Credit Agreement, dated as of June 23, 2016, by the Company, the banks set forth therein and J.P.

Morgan Chase Bank, N.A., as administrative agent, and J.P.

Morgan Chase Bank, N.A., Bank Of America, N.A.

and Barclays Bank PLC as joint lead arrangers .(17)

Security Agreement, dated as of June 23, 2016, made by the Company, and the other parties thereto in favor of J.P.

Morgan Chase Bank, N.A., as administrative agent .(17)

Third Amendment, dated as of June 28, 2018, to the Amended and Restated Credit Agreement referenced at Exhibit 10.8 (18)

Amended and Restated Credit Agreement dated as of September 27, 2019, among the Company, the other parties named therein and JPMorgan Chase Bank, N.A.

as administrative agent .(19)

Stockholder Agreement, dated as of January 2, 2019, between iStar Inc., and Safehold Inc .(20)

Amended and Restated Management Agreement, dated as of January 2, 2019, among Safehold Inc., SFTY Manager LLC and iStar Inc .(20)

First Amendment to Stockholder Agreement, dated as of January 14, 2020, between iStar Inc.

and Safehold Inc.

First Amendment to Amended and Restated Management Agreement, dated as of January 14, 2020, among Safehold Inc., SFTY Manager LLC and iStar Inc .(21)

First Amendment to Exclusivity Agreement, dated as of January 14, 2020, between the Company and Safehold Inc.

Voting Agreement, dated as of August 10, 2022, by and between iStar Inc.

Agreement and Plan of Merger, dated as of August 10, 2022, by and between iStar Inc.

and Safehold Inc.

(incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, filed August 11, 2022).

Stock Purchase Agreement, dated August 10, 2022, by and among iStar Inc., Safehold Inc., MSD Partners, L.P.

and, with respect to certain specified sections, MSD Capital, L.P.

(incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed August 11, 2022)

Amended and Restated Charter of Safehold Inc.

(incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K, filed April 4, 2023).

Amended and Restated Bylaws of Safehold Inc.

(incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K, filed April 4, 2023).

Indenture, dated May 7, 2021, among Safehold Operating Partnership LP, as issuer, Safehold Inc., as guarantor, and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed April 4, 2023).

First Supplemental Indenture, dated as of May 7, 2021, among Safehold Operating Partnership LP, as issuer, Safehold Inc., as guarantor, and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee, including the form of the 2031 Notes and the Guarantee (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed April 4, 2023).

Second Supplemental Indenture, dated as of November 18, 2021, among Safehold Operating Partnership LP, as issuer, Safehold Inc., as guarantor, and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee, including the form of the 2032 Notes and the Guarantee (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K, filed April 4, 2023).

Third Supplemental Indenture, dated March 31, 2023, among Safehold GL Holdings LLC, as issuer, Safehold Inc.

(then known as iStar Inc.), as guarantor, and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K, filed April 4, 2023).

Description of Capital Stock (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed April 4, 2023)

Specimen Common Stock Certificate of Safehold Inc.

(incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3 (File no.

333-271113), filed April 4, 2023)

Master Note Purchase Agreement, dated as of January 27, 2022, by and among Safehold Inc., Safehold Operating Partnership LP and the purchasers named therein (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed April 4, 2023).

Assumption Agreement, dated as of March 31, 2023, to Master Note Purchase Agreement, dated January 27, 2022, by and among Safehold Inc., Safehold GL Holdings LLC and the purchasers named therein (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed April 4, 2023).

Credit Agreement, dated as of March 31, 2021, among Safehold Inc., as guarantor, Safehold Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, the lenders, agents and arrangers party thereto and JPMorgan Chase Bank, N.A., Bank of America, N.A., and Goldman Sachs Bank USA, as letter of credit issuers (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed April 4, 2023).

First Amendment to Credit Agreement, dated as of December 15, 2021, among Safehold Inc., as guarantor, Safehold Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and the Existing Lenders (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed April 4, 2023).

Second Amendment the Credit Agreement, dated as of January 9, 2023, among Safehold Inc., as guarantor, Safehold Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A, as administrative agent, and certain other financial institutions party thereto as lenders, arrangers and bookrunners (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed April 4, 2023).

Credit Agreement, dated as of January 9, 2023, among Safehold Inc., as guarantor, Safehold Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions party thereto as lenders, agents, arrangers and bookrunners (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed April 4, 2023).

Loan Agreement, dated as of March 30, 2017, among Barclays Bank PLC, JPMorgan Chase Bank, National Association and Bank of America, N.A., Safehold Inc.

and the Safehold Inc.

subsidiaries named therein as borrower (incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed April 4, 2023).

Stockholder’s Agreement, dated as of March 31, 2023, by and among Safehold Inc., iStar Inc.

and MSD Partners, L.P.

(incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed April 4, 2023).

Registration Rights Agreement, dated March 31, 2023, by and between Safehold Inc.

and MSD Partners, L.P.

(incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K, filed April 4, 2023).

Separation and Distribution Agreement, dated as of March 31, 2023, by and between iStar Inc.

and Star Holdings (incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K, filed April 4, 2023).

Registration Rights Agreement, dated as of March 31, 2023, by and between Safehold Inc.

and Star Holdings (incorporated by reference to Exhibit 10.11 to our Current Report on Form 8-K, filed April 4, 2023).

Management Agreement, dated as of March 31, 2023, by and between Safehold Inc.

and Star Holdings (incorporated by reference to Exhibit 10.12 to our Current Report on Form 8-K, filed April 4, 2023).

Governance Agreement, dated as of March 31, 2023, by and between Safehold Inc.

and Star Holdings (incorporated by reference to Exhibit 10.13 to our Current Report on Form 8-K, filed April 4, 2023).

Amended and Restated Credit Agreement, dated as of March 31, 2023, by and between Star Holdings, as borrower, and Safehold Inc., as lender (incorporated by reference to Exhibit 10.14 to our Current Report on Form 8-K, filed April 4, 2023) .

First Amendment to Amended and Restated Credit Agreement, dated as of October 4, 2023, by and between Star Holdings, as borrower, and Safehold Inc., as lender (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on October 6, 2023)

Stockholder’s Agreement, between Safety, Income and Growth, Inc., and SFTY Venture LLC (incorporated by reference to Exhibit 10.15 to our Current Report on Form 8-K, filed April 4, 2023).

Registration Rights Agreement, among Safety, Income and Growth, Inc., SFTY Venture LLC and SFTY VII-B, LLC (incorporated by reference to Exhibit 10.16 to our Current Report on Form 8-K, filed April 4, 2023).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.17 to our Current Report on Form 8-K, filed April 4, 2023).

Amended and Restated 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 22, 2023).

2013 Performance Incentive Plan (incorporated by reference to our Definitive Proxy Statement filed on April 11, 2014).

Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on January 25, 2007).

Form of Restricted Stock Unit Award Agreement (Performance-Based Vesting) (incorporated by reference to Exhibit 10.1 to our Form 10-Q for the quarter ended March 31, 2008, filed on May 9, 2008).

Form of Award Agreement for Investment Pool (incorporated by reference to Exhibit 10.7 to our Form 10-K/A for the year ended December 31, 2014, filed on March 27, 2015).

Form of Restricted Stock Unit Award (incorporated by reference to Exhibit 10.19 to our Current Report on Form 8-K, filed April 4, 2023).

Omnibus Assignment, Assumption and Amendment Agreement, dated as of March 31, 2023, by and among Safehold Inc., CARET Ventures LLC, Caret Management LLC, and Safehold GL Holdings LLC (incorporated by reference to Exhibit 10.20 to our Current Report on Form 8-K, filed April 4, 2023).

Amended Caret Performance Incentive Plan (incorporated by reference to Exhibit 10.21 to our Current Report on Form 8-K, filed April 4, 2023).

Form of Caret Performance Incentive Award (incorporated by reference to Exhibit 10.22 to our Current Report on Form 8-K, filed April 4, 2023).

Subscription Agreement, dated as of August 10, 2022, by and among CARET Ventures LLC, Safehold Inc., the investor signatories thereto, and, solely with respect to Sections 1.1(b) and 6.1-6.18, MSD Capital, L.P.

(incorporated by reference to Annex D of our Registration Statement on Form S-4/A (File No.

333-268822), filed January 26, 2023).

Amended and Restated Limited Liability Company Agreement of Safehold GL Holdings LLC (incorporated by reference to Exhibit 10.24 to our Current Report on Form 8-K, filed April 4, 2023).

Purchase and Sale Agreement, dated as of February 2, 2022, among iStar Net Lease I LLC, iStar Net Lease II LLC and other seller parties, and Carlyle Net Lease Income, L.P.

(incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed February 2, 2022).

Code of Conduct .(22)

Subsidiaries of the Company

Consent of Deloitte & Touche LLP .

Subsidiary Guarantors and Issuers of Guaranteed Securities .

Consent of Deloitte & Touche LLP .

1 unchanged sentence

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act .

Consolidated financial statements of Safehold Inc., Report of Independent Registered Public Accounting Firm thereon and Notes to Such Consolidated Financial Statements – Incorporated by reference to Item 8 of Safehold Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

001-38122) filed with the Securities Exchange Commission on February 14, 2023.

Safehold Inc.

Policy for Recovery of Erroneously Awarded Compensation

Interactive data file

Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

(1) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 15, 2016.

(2) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 3, 2018.

(3) Incorporated by reference from the Company’s Current Report on Form 8-A filed on December 10, 2003.

(4) Incorporated by reference from the Company’s Current Report on Form 8-A filed on February 27, 2004.

(5) Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 2, 2015.

(6) Incorporated by reference from the Company’s Current Report on Form S-3 Registration Statement filed on February 12, 2001.

(7) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 1, 2020.

(8) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 16, 2019.

(9) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 16, 2019.

(10) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on November 2, 2021.

(11) Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 24, 2020.

(12) Incorporated by reference from the Company’s Definitive Proxy Statement filed on April 9, 2019.

(13) Incorporated by reference from the Company’s Definitive Proxy Statement filed on April 11, 2014.

(14) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 25, 2007.

(15) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed on May 9, 2008.

(16) Incorporated by reference from the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2014 filed on March 27, 2015.

(17) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 29, 2016

(18) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 5, 2018.

(19) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed on October 31, 2019.

(20) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 3, 2019.

(21) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 15, 2020.

(22) Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 16, 2005.

Filed herewith.

**In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934 and otherwise is not subject to liability under these sections.

In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933,

is deemed not filed for purposes of section 18 of the Exchange Act of 1934 and otherwise is not subject to liability under these sections.

Management contract or compensatory plan or arrangement.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Safehold Inc.

February 13, 2024

1 unchanged sentence

Chairman of the Board of Directors and Chief

Executive Officer (principal executive officer)

February 21, 2023

/s/ BRETT ASNAS

Chief Financial Officer

(principal financial officer)

February 21, 2023

/s/ GARETT ROSENBLUM

Garett Rosenblum

Chief Accounting Officer

Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

Chairman of the Board of Directors

Chief Executive Officer

Chief Executive Officer (principal executive officer)

February 13, 2024

/s/ CLIFFORD DE SOUZA

Clifford De Souza

/s/ BRETT ASNAS

Chief Financial Officer (principal financial officer and

principal accounting officer)

February 13, 2024

/s/ DAVID EISENBERG

David Eisenberg

/s/ JESSE HOM

February 13, 2024

2 unchanged sentences

February 13, 2024

/s/ RICHARD LIEB

February 13, 2024

/s/ BARRY RIDINGS

Barry Ridings

February 13, 2024

/s/ STEFAN M.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures