What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 236 added, 200 removed, 790 unchanged (36% of the section changed)

3 unchanged sentences

(In thousands)

Net investment in sales-type leases ($ 8,330 and $ 6,821 of allowances as of June 30, 2025 and December 31, 2024, respectively)

Ground Lease receivables, net ($ 5,590 and $ 3,664 of allowances as of June 30, 2025 and December 31, 2024, respectively)

September 30,

Net investment in sales-type leases ($ 8,966 and $ 6,821 of allowances as of September 30, 2025 and December 31, 2024, respectively)

Ground Lease receivables, net ($ 5,992 and $ 3,664 of allowances as of September 30, 2025 and December 31, 2024, respectively)

Real estate, at cost

4 unchanged sentences

Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale

Loans receivable, net ($ 289 of allowances as of June 30, 2025)

Loans receivable, net - related party ($ 2,215 and $ 2,311 of allowances as of June 30, 2025 and December 31, 2024, respectively)

Loans receivable, net ($ 289 of allowances as of September 30, 2025)

Loans receivable, net - related party ($ 2,213 and $ 2,311 of allowances as of September 30, 2025 and December 31, 2024, respectively)

Equity investments

12 unchanged sentences

shareholders' equity:

Common stock, $ 0.01 par value, 400,000 shares authorized, 71,756 and 71,440 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 400,000 shares authorized, 71,756 and 71,440 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

6 unchanged sentences

(1) Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

(2) As of June 30, 2025 and December 31, 2024, includes $ 3.1 million and $ 3.8 million, respectively, due from related parties.

(2) As of September 30, 2025 and December 31, 2024, includes $ 2.9 million and $ 3.8 million, respectively, due from related parties.

The accompanying notes are an integral part of the consolidated financial statements.

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Interest income from sales-type leases

22 unchanged sentences

Weighted average number of common shares:

(1) For the three months ended June 30, 2025 and 2024, includes $ 2.4 million and $ 2.4 million, respectively, of interest income from related parties.

For the six months ended June 30, 2025 and 2024, includes $ 4.7 million and $ 4.7 million, respectively, of interest income from related parties.

(2) For the three months ended June 30, 2025 and 2024, includes $ 2.7 million and $ 4.4 million, respectively, of management fees from related parties.

For the six months ended June 30, 2025 and 2024, includes $ 6.3 million and $ 9.9 million, respectively, of management fees from related parties.

(1) For the three months ended September 30, 2025 and 2024, includes $ 2.4 million and $ 2.4 million, respectively, of interest income from related parties.

For the nine months ended September 30, 2025 and 2024, includes $ 7.1 million and $ 7.1 million, respectively, of interest income from related parties.

(2) For the three months ended September 30, 2025 and 2024, includes $ 2.7 million and $ 3.7 million, respectively, of management fees from related parties.

For the nine months ended September 30, 2025 and 2024, includes $ 9.0 million and $ 13.6 million, respectively, of management fees from related parties.

The accompanying notes are an integral part of the consolidated financial statements.

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Net income (loss)

15 unchanged sentences

Income (Loss)

Balance at March 31, 2025

Balance at June 30, 2025

Net income (loss)

3 unchanged sentences

Distributions to noncontrolling interests

Balance at September 30, 2025

Balance at June 30, 2024

Balance at March 31, 2024

Net income (loss)

4 unchanged sentences

Distributions to noncontrolling interests

Redemption of noncontrolling interests

Balance at June 30, 2024

Acquisition of noncontrolling interests

Balance at September 30, 2024

Balance at December 31, 2024

5 unchanged sentences

Redemption of noncontrolling interests

Balance at June 30, 2025

Balance at September 30, 2025

Balance at December 31, 2023

5 unchanged sentences

Distributions to noncontrolling interests

Acquisition of noncontrolling interests

Redemption of noncontrolling interests

Balance at June 30, 2024

Balance at September 30, 2024

(1) Refer to Note 3.

3 unchanged sentences

(In thousands)

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash flows from operating activities:

12 unchanged sentences

Amortization of premium, discount and deferred financing costs on debt obligations, net

Proceeds received from derivative transactions

Other operating activities

11 unchanged sentences

Funding of cash collateral for debt obligations

Return of cash collateral for debt obligations

Proceeds received from derivative transactions

12 unchanged sentences

Contributions from noncontrolling interests

Acquisition of noncontrolling interest

Other financing activities

Cash flows provided by (used in) financing activities

9 unchanged sentences

Non-cash interest accrued to debt balances

Accrued finance costs

Accrued loan acquisition costs

Accrued Ground Lease acquisition costs

Real estate transferred to real estate available and held for sale

47 unchanged sentences

Consolidated VIEs —The Company consolidates VIEs for which it is considered the primary beneficiary.

As of June 30, 2025, the total assets of these consolidated VIEs were $ 77.7 million and total liabilities were $ 30.0 million.

As of September 30, 2025, the total assets of these consolidated VIEs were $ 78.4 million and total liabilities were $ 30.1 million.

The classifications of these assets are primarily within “Net investment in sales-type leases,” “Real estate, net,” “Real estate-related intangible assets, net” and “Deferred operating lease income receivable” on the Company’s consolidated balance sheets.

1 unchanged sentence

The liabilities of these VIEs are non-recourse to the Company and can only be satisfied from each VIE’s respective assets.

The Company has provided no financial support to VIEs that it was not previously contractually required to provide and did not have any unfunded commitments related to consolidated VIEs as of June 30, 2025.

Safehold Inc.

17 unchanged sentences

Any accrued interest receivable is recorded in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets.

As of June 30, 2025, the Company had $ 0.1 million of accrued interest on its consolidated balance sheet.

As of September 30, 2025, the Company had $ 0.2 million of accrued interest on its consolidated balance sheet.

The Company will place its loans on non-accrual status once interest on the loan becomes 90 days delinquent and will reverse any accrued interest as a reduction to interest income or recognize a credit loss expense at such time.

As such, the Company elected the practical expedient to not record an allowance against accrued interest receivable.

During the three and six months ended June 30, 2025, the Company did not reverse any accrued interest on its loans receivable.

During the three and nine months ended September 30, 2025, the Company did not reverse any accrued interest on its loans receivable.

Interest Income —Interest income on the Company’s loans receivable (refer to Note 6) is recognized on an accrual basis using the effective interest method and is recorded in “Interest income” in the Company’s consolidated statements of operations.

9 unchanged sentences

The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions):

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

42 unchanged sentences

The Company’s net investment in sales-type leases were comprised of the following ($ in thousands):

June 30, 2025

September 30, 2025

December 31, 2024

6 unchanged sentences

Net investment in sales-type leases

(1) As of June 30, 2025, total discounted cash flows were approximately $ 3,487 million and the discounted unguaranteed estimated residual value was $ 33.0 million.

(1) As of September 30, 2025, total discounted cash flows were approximately $ 3,503 million and the discounted unguaranteed estimated residual value was $ 33.4 million.

As of December 31, 2024, total discounted cash flows were approximately $ 3,430 million and the discounted unguaranteed estimated residual value was $ 32.0 million.

The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the six months ended June 30, 2025 and 2024 ($ in thousands):

The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the nine months ended September 30, 2025 and 2024 ($ in thousands):

Net Investment in

Sales-type Leases

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Beginning balance

4 unchanged sentences

Sales-type Leases

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Beginning balance

4 unchanged sentences

For newly originated or acquired Ground Leases, the Company’s estimate of residual value equals the fair value of the land at lease commencement.

(2) As of June 30, 2025 and December 31, 2024, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status.

As of June 30, 2025, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.3 % and 5.6 % , respectively.

As of June 30, 2025, the weighted average remaining life of the Company’s 43 Ground Lease receivables was 96.8 years.

(2) As of September 30, 2025 and December 31, 2024, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status.

As of September 30, 2025, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.3 % and 5.7 % , respectively.

As of September 30, 2025, the weighted average remaining life of the Company’s 47 Ground Lease receivables was 96.6 years.

Safehold Inc.

Notes to Consolidated Financial Statements

Allowance for Credit Losses —Changes in the Company’s allowance for credit losses on net investment in sales-type leases for the three and six months ended June 30, 2025 and 2024 were as follows ($ in thousands):

Allowance for Credit Losses —Changes in the Company’s allowance for credit losses on net investment in sales-type leases for the three and nine months ended September 30, 2025 and 2024 were as follows ($ in thousands):

Net investment in sales-type leases

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

(1) During the three months ended June 30, 2025 and 2024, the Company recorded a provision for credit losses on net investment in sales-type leases of $ 0.7 million and $ 0.6 million, respectively.

The provision for credit losses for the three months ended June 30, 2025 and 2024 was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since March 31, 2025 and 2024, respectively, and growth in the carrying value of the portfolio during the period.

During the six months ended June 30, 2025 and 2024, the Company recorded a provision for credit losses on net investment in sales-type leases of $ 1.5 million and $ 1.1 million, respectively.

The provision for credit losses for the six months ended June 30, 2025 and 2024 was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2024 and 2023, respectively.

(1) During the three months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses on net investment in sales-type leases of $ 0.6 million and $ 4.5 million, respectively.

The provision for credit losses for the three months ended September 30, 2025 was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since June 30, 2025, and growth in the carrying value of the portfolio during the period.

The provision for credit losses for the three months ended September 30, 2024 was due primarily to enhancements to the Company’s general provision for credit loss methodology, current market conditions and growth in the portfolio during the period.

During the nine months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses on net investment in sales-type leases of $ 2.2 million and $ 5.6 million, respectively.

The provision for credit losses for the nine months ended September 30, 2025 was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2024, and growth in the carrying value of the portfolio during the period.

The provision for credit losses for the nine months ended September 30, 2024 was due primarily to enhancements to the Company’s general provision for credit loss methodology, current market conditions and growth in the portfolio during the period.

(2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets.

1 unchanged sentence

Notes to Consolidated Financial Statements

Changes in the Company’s allowance for credit losses on Ground Lease receivables for the three and six months ended June 30, 2025 and 2024 were as follows ($ in thousands):

Changes in the Company’s allowance for credit losses on Ground Lease receivables for the three and nine months ended September 30, 2025 and 2024 were as follows ($ in thousands):

Ground Lease receivables

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

(1) During the three months ended June 30, 2025 and 2024, the Company recorded a provision for credit losses on Ground Lease receivables of $ 0.4 million and $ 0.1 million, respectively.

During the six months ended June 30, 2025 and 2024, the Company recorded a provision for credit losses on Ground Lease receivables of $ 1.9 million and $ 0.4 million, respectively.

The provision for credit losses was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2024 and 2023, respectively.

(1) During the three months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses on Ground Lease receivables of $ 0.4 million and $ 2.7 million, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses on Ground Lease receivables of $ 2.3 million and $ 3.0 million, respectively.

(2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets.

1 unchanged sentence

Notes to Consolidated Financial Statements

The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of June 30, 2025 ($ in thousands):

Year of Origination

19 unchanged sentences

Development properties

Future Minimum Lease Payments under Sales-type Leases —Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842 - Leases, excluding lease payments that are not fixed and determinable, in effect as of June 30, 2025, are as follows by year ($ in thousands):

Future Minimum Lease Payments under Sales-type Leases —Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842 - Leases, excluding lease payments that are not fixed and determinable, in effect as of September 30, 2025, are as follows by year ($ in thousands):

with Inflation

2025 (remaining six months)

2025 (remaining three months)

Total undiscounted cash flows

1 unchanged sentence

Notes to Consolidated Financial Statements

During the three and six months ended June 30, 2025 and 2024, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands):

During the three and nine months ended September 30, 2025 and 2024, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands):

Net Investment

in Sales-type

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Total interest income from sales-type leases

1 unchanged sentence

in Sales-type

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Total interest income from sales-type leases

1 unchanged sentence

in Sales-type

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Total interest income from sales-type leases

1 unchanged sentence

in Sales-type

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Total interest income from sales-type leases

3 unchanged sentences

The Company’s real estate assets consist of the following ($ in thousands):

June 30, 2025

September 30, 2025

December 31, 2024

7 unchanged sentences

Real estate-related intangible assets, net consist of the following items ($ in thousands):

As of June 30, 2025

As of September 30, 2025

Above-market lease assets, net (1)

12 unchanged sentences

Real estate-related intangible liabilities, net consist of the following items ($ in thousands):

As of June 30, 2025

As of September 30, 2025

Below-market lease liabilities (1)

3 unchanged sentences

Below-market lease liabilities are amortized over the non-cancelable term of the leases

The amortization of real estate-related intangible assets had the following impact on the Company’s consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 ($ in thousands):

The amortization of real estate-related intangible assets had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 ($ in thousands):

Income Statement

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Intangible asset

6 unchanged sentences

Income Statement

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Intangible asset

5 unchanged sentences

Operating lease income

Safehold Inc.

Notes to Consolidated Financial Statements

The estimated amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands):

2025 (remaining six months)

(1) As of June 30, 2025, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 81.5 years.

The amortization of real estate-related intangible liabilities had the following impact on the Company’s consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 ($ in thousands):

2025 (remaining three months)

(1) As of September 30, 2025, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 81.6 years.

The amortization of real estate-related intangible liabilities had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 ($ in thousands):

Income Statement

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Intangible liability

2 unchanged sentences

Income Statement

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Intangible liability

1 unchanged sentence

Operating lease income

Safehold Inc.

Notes to Consolidated Financial Statements

Future Minimum Operating Lease Payments —Future minimum lease payments to be collected under non-cancelable operating leases, excluding lease payments that are not fixed and determinable, in effect as of June 30, 2025, are as follows by year ($ in thousands):

2025 (remaining six months)

(2) During the three months ended June 30, 2025 and 2024, the Company recognized $ 0.2 million and $ 0.2 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.

During the six months ended June 30, 2025 and 2024, the Company recognized $ 5.2 million and $ 4.8 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.

Future Minimum Operating Lease Payments —Future minimum lease payments to be collected under non-cancelable operating leases, excluding lease payments that are not fixed and determinable, in effect as of September 30, 2025, are as follows by year ($ in thousands):

2025 (remaining three months)

(1) During the three months ended September 30, 2025 and 2024, the Company recognized $ 0.1 million and $ 0.2 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.

During the nine months ended September 30, 2025 and 2024, the Company recognized $ 5.3 million and $ 5.0 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.

On October 22, 2025, the Company sent the tenant under the Park Hotels master lease a termination notice for all five hotels and commenced litigation against its tenant and Park Intermediate Holdings LLC, guarantor under the master lease, for certain breaches, among other things, related to the maintenance and operations of the hotels.

There are no assurances that the Company will be able to terminate the master lease or prevail in its litigation.

Note 6 — Loans Receivable, net

1 unchanged sentence

These leasehold loans allow the Company’s Ground Lease tenants to receive their full capital structure needs from one source.

As of June 30, 2025, the Company had three senior mortgages with an aggregate outstanding principal balance of $ 42.8 million and an aggregate carrying value of $ 43.3 million.

The Company’s three leasehold loans have initial maturities that range from May 2028 to June 2029, excluding all extension options that can be exercised by the borrower subject to certain conditions, and accrue interest at a weighted average rate of 6.81 %, assuming a SOFR rate of 4.32 % as of June 30, 2025 for the Company’s two floating rate loans.

As of September 30, 2025, the Company had three senior mortgages with an aggregate outstanding principal

Safehold Inc.

Notes to Consolidated Financial Statements

balance of $ 44.5 million and an aggregate carrying value of $ 45.0 million.

The Company’s three leasehold loans have initial maturities that range from May 2028 to June 2029, excluding all extension options that can be exercised by the borrower subject to certain conditions, and accrue interest at a weighted average rate of 6.60 %, assuming a SOFR rate of 4.13 % as of September 30, 2025 for the Company’s two floating rate loans.

Credit Characteristics— As part of the Company’s process for monitoring the credit quality of its leasehold loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans.

5 unchanged sentences

All non-performing loans, if any, are placed on non-accrual status and income is only recognized in certain cases upon actual cash receipt.

As of June 30, 2025, all of the Company’s leasehold loans were current in their payment status and had a risk rating of 3.

Allowance for Credit Losses —During the three and six months ended June 30, 2025, the Company recorded a provision for credit losses (refer to Note 3) of $ 1.3 million, including $ 1.0 million related to unfunded commitments.

As of September 30, 2025, all of the Company’s leasehold loans were current in their payment status and had a risk rating of 3.

Allowance for Credit Losses —During the three and nine months ended September 30, 2025, the Company recorded a provision for credit losses (refer to Note 3) of $ 0.0 million and $ 1.3 million, respectively, on its leasehold loans, including $ 1.0 million related to unfunded commitments.

Allowances on unfunded commitments are recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets.

The provision for credit losses during the three and six months ended June 30, 2025 was due to the origination of new loans during the period.

The provision for credit losses during the three and nine months ended September 30, 2025 was due to the origination of new loans during the period.

Unfunded Commitments —The Company has commitments to fund construction and development loans over a period of time if and when its borrowers meet established milestones and other performance criteria.

The Company refers to these arrangements as performance-based commitments.

As of June 30, 2025, the Company had $ 85.8 million of such commitments.

Safehold Inc.

Notes to Consolidated Financial Statements

As of September 30, 2025, the Company had $ 84.1 million of such commitments.

Note 7 — Loan Receivable, net – Related Party

On March 31, 2023, the Company, as lender and as administrative agent, and Star Holdings, as borrower, entered into a senior secured term loan facility, which was amended on October 4, 2023 and March 28, 2025, in an aggregate principal amount of $ 115.0 million (the “Secured Term Loan Facility”) and an additional commitment amount of up to $ 25.0 million at Star Holding’s election (the “Incremental Term Loan Facility”, together with the Secured Term Loan Facility, as amended, the “Star Holdings Term Loan Facility”).

During the three months ended June 30, 2025 and 2024, the Company recorded $ 2.4 million and $ 2.4 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations.

During the six months ended June 30, 2025 and 2024, the Company recorded $ 4.7 million and $ 4.7 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations.

As of each of June 30, 2025 and December 31, 2024, the Star Holdings Term Loan Facility had a principal balance of $ 115.0 million.

During the three months ended September 30, 2025 and 2024, the Company recorded $ 2.4 million and $ 2.4 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations.

During the nine months ended September 30, 2025 and 2024, the Company recorded $ 7.1 million and $ 7.1 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations.

As of each of September 30, 2025 and December 31, 2024, the Star Holdings Term Loan Facility had a principal balance of $ 115.0 million.

The Star Holdings Term Loan Facility is a secured credit facility.

2 unchanged sentences

The Star Holdings Term Loan Facility is secured by a first-priority perfected security pledge of all the equity interests in Star Holding’s primary real estate subsidiary.

Starting in the first quarter of 2024, within five business days after Star Holdings has delivered its unaudited quarterly financial statements, Star Holdings must apply any unrestricted cash on its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $ 50 million, to prepay the Star Holdings Term Loan Facility or alternatively, with the consent of the Company, Star Holdings may apply such cash to prepay its margin loan facility in lieu of any prepayment of the Star Holdings Term Loan Facility.

Safehold Inc.

Notes to Consolidated Financial Statements

sheet in excess of the aggregate of (i) an operating reserve; and (ii) $ 50 million, to prepay the Star Holdings Term Loan Facility or alternatively, with the consent of the Company, Star Holdings may apply such cash to prepay its margin loan facility in lieu of any prepayment of the Star Holdings Term Loan Facility.

The operating reserve will be calculated quarterly and is equal to the aggregate of projected operating expenses (including payments to the Star Holdings local property consultants but excluding management fees and public company costs), projected land carry costs, projected capital expenditure and projected interest expense on the margin loan facility with Morgan Stanley Bank, N.A., which is secured by Star Holdings’ shares of the Company’s common stock, and the Star Holdings Term Loan Facility for the next twelve months; less the projected operating revenues for the next twelve months consistent with the operating budget approved by the Company.

1 unchanged sentence

Furthermore, the Star Holdings Term Loan Facility contains customary events of default, including payment defaults, failure to perform covenants, cross-default and cross acceleration to other indebtedness, including the margin loan facility, impairment of security interests and change of control.

During the three months ended June 30, 2025 and 2024, the Company recorded a provision for (recovery of) credit losses of $ 21 thousand and ($ 36 ) thousand, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility, which was undrawn as of June 30, 2025 and December 31, 2024.

During the six months ended June 30, 2025 and 2024, the Company recorded a recovery of credit losses of $ 0.1 million and $ 0.1 million, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility.

The Company did not have any accrued interest receivable from the Star Holdings Term Loan Facility as of June 30, 2025 and December 31, 2024.

The Company did not reverse any accrued interest on its loan asset during the three and six months ended June 30, 2025 and 2024.

During the three months ended September 30, 2025 and 2024, the Company recorded a recovery of credit losses of $ 2 thousand and $ 0.1 million, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility, which was undrawn as of September 30, 2025 and December 31, 2024.

During the nine months ended September 30, 2025 and 2024, the Company recorded a recovery of credit losses of $ 0.1 million and $ 0.2 million, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility.

The Company did not have any accrued interest receivable from the Star Holdings Term Loan Facility as of September 30, 2025 and December 31, 2024.

The Company did not reverse any accrued interest on its loan asset during the three and nine months ended September 30, 2025 and 2024.

Safehold Inc.

8 unchanged sentences

For The Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Equity investment

2 unchanged sentences

Leasehold Loan Fund (2)

(1) As of June 30, 2025, the Company has a basis difference of $ 19.6 million in the Ground Lease Plus Fund that will be amortized over a weighted average remaining term of 105.1 years using the effective interest method.

During the three months ended June 30, 2025 and 2024, $ 0.1 million and $ 0.1 million, respectively, of the basis difference was amortized as a decrease to earnings from equity method investments.

During the six months ended June 30, 2025 and 2024, ($ 0.2 ) million and $ 0.1 million, respectively, of the basis difference was amortized as a (decrease) increase to earnings from equity method investments.

(2) As of June 30, 2025, the Company has a basis difference of $ 5.1 million in the Leasehold Loan Fund that will be amortized over a weighted average remaining term of 1.8 years using the effective interest method.

During the three months ended June 30, 2025 and 2024, $ 0.7 million and $ 2.2 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments.

During the six months ended June 30, 2025 and 2024, $ 1.4 million and $ 3.2 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments.

(1) As of September 30, 2025, the Company has a basis difference of $ 19.7 million in the Ground Lease Plus Fund that will be amortized over a weighted average remaining term of 104.8 years using the effective interest method.

During the three months ended September 30, 2025 and 2024, $ 0.1 million and $ 0.1 million, respectively, of the basis difference was amortized as a decrease to earnings from equity method investments.

During the nine months ended September 30, 2025 and 2024, ($ 0.2 ) million and $ 0.1 million, respectively, of the basis difference was amortized as a (decrease) increase to earnings from equity method investments.

(2) As of September 30, 2025, the Company has a basis difference of $ 4.1 million in the Leasehold Loan Fund that will be amortized over a weighted average remaining term of 0.7 years using the effective interest method.

During the three months ended September 30, 2025 and 2024, $ 1.0 million and $ 0.8 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments.

During the nine months ended September 30, 2025 and 2024, $ 2.4 million and $ 4.0 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments.

425 Park Avenue —In August 2019, the Company formed a venture with a sovereign wealth fund that is an existing shareholder of the Company to acquire the existing Ground Lease at 425 Park Avenue in New York City.

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The Company receives a fee from its partner in exchange for managing the entity and is also entitled to a promote payment on investments in the Ground Lease Plus Fund.

In November 2021, iStar acquired land for $ 33.3 million and simultaneously structured and entered into a Ground Lease on which a multi-family project will be constructed.

In November 2021, iStar acquired land for $ 33.3 million and simultaneously structured and entered into a Ground Lease on which a multi-family project would be constructed.

In December 2021, iStar sold the Ground Lease to the Ground Lease Plus Fund and recognized no gain or loss on the sale.

At the time of iStar’s acquisition in November 2021, the Company and iStar entered into an agreement pursuant to which the Company would acquire the land and related Ground Lease from the Ground Lease Plus Fund when certain construction related conditions are met by a specified time period.

In January 2024, the Company acquired the Ground Lease from the Ground Lease Plus Fund for $ 38.3 million, excluding amounts funded by the Company pursuant to a leasehold improvement allowance (refer to Note 15).

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The loan was for the Ground Lease tenant’s recapitalization of a life science property.

As of June 30, 2025, the Leasehold Loan Fund funded $ 11.0 million of the commitment.

In August 2025, the loan commitment was reduced to $ 30.0 million.

As of September 30, 2025, the Leasehold Loan Fund funded $ 15.5 million of the commitment.

In June 2022, the Leasehold Loan Fund committed to provide a $ 105.0 million loan to the ground lessee of a Ground Lease originated by the Company.

The loan was for the Ground Lease tenant’s recapitalization of a mixed-use property.

As of June 30, 2025, the Leasehold Loan Fund funded $ 43.7 million of the commitment.

In July 2025, the loan commitment was reduced to $ 55.5 million.

As of September 30, 2025, the Leasehold Loan Fund funded $ 44.0 million of the commitment.

In July 2024, the Leasehold Loan Fund committed to provide a $ 31.5 million loan to the ground lessee of a Ground Lease originated by the Company.

The loan was for the Ground Lease tenant’s construction of a student housing property.

As of June 30, 2025, the Leasehold Loan Fund funded $ 4.9 million of the commitment.

As of September 30, 2025, the Leasehold Loan Fund funded $ 15.8 million of the commitment.

Safehold Inc.

Notes to Consolidated Financial Statements

Note 9—Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities

Deferred expenses and other assets, net, consist of the following items ($ in thousands):

June 30, 2025

September 30, 2025

December 31, 2024

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Operating lease right-of-use asset is amortized on a straight-line basis over the term of the lease and is recorded in “Real estate expense” in the Company’s consolidated statements of operations.

During both the three months ended June 30, 2025 and 2024, the Company recognized $ 0.1 million in “Real estate expense” and $ 0.1 million in “Other income” from its operating lease right-of-use asset.

During both the six months ended June 30, 2025 and 2024, the Company recognized $ 0.3 million in “Real estate expense” and $ 0.3 million in “Other income” from its operating lease right-of-use asset.

During both the three months ended September 30, 2025 and 2024, the Company recognized $ 0.1 million in “Real estate expense” and $ 0.1 million in “Other income” from its operating lease right-of-use asset.

During both the nine months ended September 30, 2025 and 2024, the Company recognized $ 0.4 million in “Real estate expense” and $ 0.4 million in “Other income” from its operating lease right-of-use asset.

The related operating lease liability (see table below) equals the present value of the minimum rental payments due under the lease discounted at the Company’s incremental secured borrowing rate for a similar asset estimated to be 5.5 % .

The Company also has operating leases for office space.

(2) Accumulated amortization of deferred finance costs was $ 6.0 million and $ 3.5 million as of June 30, 2025 and December 31, 2024, respectively.

(3) As of June 30, 2025 and December 31, 2024, includes $ 2.5 million and $ 3.7 million, respectively, of management fees due from Star Holdings.

Through June 30, 2025, the Company has earned $ 42.5 million of management fees from Star Holdings and as of June 30, 2025, $ 7.5 million of the transaction price is attributable to performance obligations that remain unsatisfied.

Safehold Inc.

Notes to Consolidated Financial Statements

(2) Accumulated amortization of deferred finance costs was $ 7.2 million and $ 3.5 million as of September 30, 2025 and December 31, 2024, respectively.

(3) As of September 30, 2025 and December 31, 2024, includes $ 2.7 million and $ 3.7 million, respectively, of management fees due from Star Holdings.

Through September 30, 2025, the Company has earned $ 45.2 million of management fees from Star Holdings and as of September 30, 2025, $ 4.8 million of the transaction price is attributable to performance obligations that remain unsatisfied.

Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands):

June 30, 2025

September 30, 2025

December 31, 2024

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(1) Refer to Note 11.

(2) As of June 30, 2025 and December 31, 2024, accrued expenses includes accrued compensation, legal, audit and property expenses.

(2) As of September 30, 2025 and December 31, 2024, accrued expenses includes accrued compensation, legal, audit and property expenses.

Safehold Inc.

Notes to Consolidated Financial Statements

Note 10—Debt Obligations, net

The Company’s outstanding debt obligations consist of the following ($ in thousands):

June 30, 2025

September 30, 2025

December 31, 2024

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2024 Unsecured Revolver

Adjusted SOFR

Trust preferred securities

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(1) For mortgages, represents the weighted average stated interest rate over the term of the debt from funding through maturity based on the contractual payments owed excluding the effect of debt premium, discount and deferred financing costs.

As of June 30, 2025, the weighted average cash interest rate for the Company’s consolidated mortgage debt, based on interest rates in effect at that date, was 3.43 % .

As of September 30, 2025, the weighted average cash interest rate for the Company’s consolidated mortgage debt, based on interest rates in effect at that date, was 3.44 % .

The difference between the weighted average interest rate and the weighted average cash interest rate is recorded to interest payable within “Accounts payable, accrued expenses, and other liabilities” on the Company’s consolidated balance sheets.

As of June 30, 2025, the Company’s combined weighted average stated interest rate and combined weighted average cash interest rate of the Company’s consolidated mortgage debt, the mortgage debt of the Company’s unconsolidated ventures (applying the Company’s percentage interest in the ventures - refer to Note 8), unsecured senior notes and trust preferred securities were 4.20 % and 3.83 % , respectively.

As of September 30, 2025, the Company’s combined weighted average stated interest rate and combined weighted average cash interest rate of the Company’s consolidated mortgage debt, the mortgage debt of the Company’s unconsolidated ventures (applying the Company’s percentage interest in the ventures - refer to Note 8), unsecured senior notes and trust preferred securities were 4.20 % and 3.83 % , respectively.

(2) Represents the extended maturity date for all debt obligations.

(3) As of June 30, 2025, $ 2.1 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations.

Safehold Inc.

Notes to Consolidated Financial Statements

(3) As of September 30, 2025, $ 2.1 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations.

Mortgages —Mortgages consist of asset specific non-recourse borrowings that are secured by the Company’s real estate and Ground Leases.

As of June 30, 2025, the Company’s mortgages are full term interest only, bear interest at a weighted average interest rate of 3.99 % and have maturities between April 2027 and November 2069.

As of September 30, 2025, the Company’s mortgages are full term interest only, bear interest at a weighted average interest rate of 3.99 % and have maturities between April 2027 and November 2069.

In October 2025, the Company defeased $ 227.0 million principal amount of debt obligations scheduled to mature in April 2027.

The Company incurred approximately $ 2.3 million of costs in connection with the defeasance.

Unsecured Notes —In May 2021, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $ 400.0 million aggregate principal amount of 2.80 % senior notes due June 2031 (the “ 2.80 % Notes”).

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and (ii) a make-whole premium calculated in accordance with the indenture, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date.

If the 2.80 % Notes are redeemed on or after March 15, 2031, the redemption price will be equal to 100 % of the principal amount of the 2.80 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

If the 2.80 % Notes are redeemed on or after March 15, 2031, the

Safehold Inc.

Notes to Consolidated Financial Statements

redemption price will be equal to 100 % of the principal amount of the 2.80 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

In November 2021, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $ 350.0 million aggregate principal amount of 2.85 % senior notes due January 2032 (the “ 2.85 % Notes”).

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provided, that, so long as no default or event of default shall then exist, at any time on or after February 13, 2052, the Company may, at its option, prepay all or any part of the 5.15 % Notes at 100 % of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date, without any make-whole amount.

Safehold Inc.

Notes to Consolidated Financial Statements

In February 2024, Portfolio Holdings (as issuer) and the Company (as guarantor) issued $ 300.0 million aggregate principal amount of 6.10 % senior notes due April 2034 (the “ 6.10 % Notes”).

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If the 6.10 % Notes are redeemed on or after January 1, 2034, the redemption price will be equal to 100 % of the principal amount of the 6.10 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

Safehold Inc.

Notes to Consolidated Financial Statements

In November 2024, Portfolio Holdings (as issuer) and the Company (as guarantor) issued $ 400.0 million aggregate principal amount of 5.65 % senior notes due January 2035 (the “ 5.65 % Notes”).

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At the time of termination, $ 916 million was drawn on the 2021 Unsecured Revolver, all of which rolled over into the 2024 Unsecured Revolver.

The 2024 Unsecured Revolver has a borrowing rate of Adjusted SOFR , as defined in the applicable agreement, plus 0.85 %, subject to the Company’s credit ratings, with an extended maturity date of May 1, 2029, which includes two six-month extension options.

The 2024 Unsecured Revolver has an extended maturity date of May 1, 2029, which includes two six-month extension options.

On September 12, 2025, the Company entered into an amendment to the 2024 Unsecured Revolver that modified the applicable interest rate thereunder by removing the credit spread adjustment to SOFR.

As a result of that amendment, the 2024 Unsecured Revolver has a borrowing rate of SOFR plus 0.85 %, subject to the Company’s credit ratings.

The Company also pays a facility fee of 0.10 %, subject to the Company’s credit ratings.

As of June 30, 2025, there was $ 1.2 billion of undrawn capacity on the 2024 Unsecured Revolver.

As of September 30, 2025, there was $ 1.1 billion of undrawn capacity on the 2024 Unsecured Revolver.

2021 Unsecured Revolver—In March 2021, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as borrower) and the Company (as guarantor), entered into an unsecured revolving credit facility with an initial maximum aggregate principal amount of up to $ 1.0 billion (the “2021 Unsecured Revolver”), which amount was increased to $ 1.35 billion in December 2021.

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The trust preferred securities bear interest at three-month Adjusted Term SOFR plus 1.50 % and mature in October 2035.

Safehold Inc.

Notes to Consolidated Financial Statements

Commercial Paper Program — In June 2024, Portfolio Holdings, as issuer, entered into a new U.S.

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The commercial paper notes will be sold under customary terms in the commercial paper market and will rank pari passu with all of Portfolio Holding’s other unsecured senior indebtedness.

The interest rates will vary based on the ratings assigned to the commercial paper notes by credit rating agencies and market conditions at the time of issuance.

As of June 30, 2025, the Company had no outstanding balance under the Commercial Paper Program.

The interest rates will

Safehold Inc.

Notes to Consolidated Financial Statements

vary based on the ratings assigned to the commercial paper notes by credit rating agencies and market conditions at the time of issuance.

As of September 30, 2025, the Company had no outstanding balance under the Commercial Paper Program.

Borrowings reduce amounts otherwise available under the 2024 Unsecured Revolver.

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The Company’s mortgages contain no significant maintenance or ongoing financial covenants.

As of June 30, 2025, the Company was in compliance with all of its financial covenants.

Safehold Inc.

Notes to Consolidated Financial Statements

Future Scheduled Maturities —As of June 30, 2025, future scheduled maturities of outstanding debt obligations, assuming all extensions that can be exercised at the Company’s option, are as follows ($ in thousands):

2025 (remaining six months)

As of September 30, 2025, the Company was in compliance with all of its financial covenants.

Future Scheduled Maturities —As of September 30, 2025, future scheduled maturities of outstanding debt obligations, assuming all extensions that can be exercised at the Company’s option, are as follows ($ in thousands):

2025 (remaining three months)

Total principal maturities

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Total debt obligations, net

(1) As of June 30, 2025, the Company’s weighted average maturity for its secured mortgages was 26.0 years.

(1) As of September 30, 2025, the Company’s weighted average maturity for its secured mortgages was 25.8 years .

In October 2025, the Company defeased $ 227.0 million principal amount of debt obligations scheduled to mature in April 2027 .

Safehold Inc.

Notes to Consolidated Financial Statements

Note 11—Commitments and Contingencies

Lease Commitments —Future minimum lease obligations under non-cancelable operating leases as of June 30, 2025 are as follows ($ in thousands):

2025 (remaining six months)

Lease Commitments —Future minimum lease obligations under non-cancelable operating leases as of September 30, 2025 are as follows ($ in thousands):

2025 (remaining three months)

Total undiscounted cash flows (1)

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For operating leases, lease liabilities were discounted at the Company’s weighted average incremental secured borrowing rate for similar collateral estimated to be 5.6 % and the weighted average remaining lease term is 14.0 years.

During the three months ended June 30, 2025 and 2024, the Company made payments of $ 1.4 million and $ 1.4 million, respectively, related to its operating leases.

During the six months ended June 30, 2025 and 2024, the Company made payments of $ 2.8 million and $ 2.8 million, respectively, related to its operating leases.

During the three months ended September 30, 2025 and 2024, the Company made payments of $ 1.4 million and $ 1.4 million, respectively, related to its operating leases.

During the nine months ended September 30, 2025 and 2024, the Company made payments of $ 4.3 million and $ 4.3 million, respectively, related to its operating leases.

Unfunded Commitments —The Company has unfunded commitments to certain of its Ground Lease tenants related to leasehold improvement allowances that it expects to fund upon the completion of certain conditions.

As of June 30, 2025, the Company had $ 90.5 million of such commitments, excluding commitments to be funded by noncontrolling interests.

As of September 30, 2025, the Company had $ 84.5 million of such commitments, excluding commitments to be funded by noncontrolling interests.

The Company also has an unfunded forward commitment of $ 35.0 million related to an agreement that it entered into for the addition to an existing Ground Lease if certain conditions are met (refer to Note 15).

There can be no assurance

Safehold Inc.

Notes to Consolidated Financial Statements

that the conditions for closing this transaction will be satisfied and that the Company will fund the addition to the Ground Lease .

There can be no assurance that the conditions for closing this transaction will be satisfied and that the Company will fund the addition to the Ground Lease .

Other Commitments — The Company funds construction and development loans and build-outs of space in real estate assets over a period of time, both individually and through the Leasehold Loan Fund, if and when the borrowers and tenants meet established milestones and other performance criteria.

We refer to these arrangements as performance-based commitments.

As of June 30, 2025, the Company had $ 195.9 million of such commitments.

As of September 30, 2025, the Company had $ 106.3 million of such commitments.

Legal Proceedings —The Company evaluates developments in legal proceedings that could require a liability to be accrued and/or disclosed.

Based on its current knowledge, and after consultation with legal counsel, the Company believes it is not a party to, nor are any of its properties the subject of, any pending legal proceeding that would have a material adverse effect on the Company’s consolidated financial statements.

Safehold Inc.

Notes to Consolidated Financial Statements

Note 12—Risk Management and Derivatives

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If an interest rate hedge is terminated prior to maturity it could result in a net derivative instrument gain or loss that continues to be reported in accumulated other comprehensive (loss) and is reclassified into earnings over the period of the original forecasted hedged transaction.

However, if it is probable that the

Safehold Inc.

Notes to Consolidated Financial Statements

original forecasted hedged transaction will not occur by the end of the original specified time period, the derivative instrument gain or loss reported in accumulated other comprehensive income (loss) will be reclassified into earnings immediately.

However, if it is probable that the original forecasted hedged transaction will not occur by the end of the original specified time period, the derivative instrument gain or loss reported in accumulated other comprehensive income (loss) will be reclassified into earnings immediately.

If a derivative includes an other-than-insignificant financing element at inception, when the Company is deemed to be the lender all cash inflows and outflows of the derivative are considered cash flows from investing activities in the Company’s consolidated statements of cash flows and when the Company is deemed to be the borrower all cash inflows and outflows of the derivative are considered cash flows from financing activities in the Company’s consolidated statements of cash flows.

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Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements.

The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of June 30, 2025 and December 31, 2024 ($ in thousands):

June 30, 2025

Safehold Inc.

Notes to Consolidated Financial Statements

The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of September 30, 2025 and December 31, 2024 ($ in thousands):

September 30, 2025

December 31, 2024

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Deferred expenses and other assets, net

(1) As of June 30, 2025, the Company has two interest rate swap derivatives outstanding that mature in April 2028 and have an aggregate $ 500.0 million notional amount, which hedge in-place floating-rate debt.

(1) As of September 30, 2025, the Company has two interest rate swap derivatives outstanding that mature in April 2028 and have an aggregate $ 500.0 million notional amount, which hedge in-place floating-rate debt.

The Company also has a designated derivative outstanding with a $ 150.0 million notional amount that matures in December 2025 that protects the Company against interest rate volatility with respect to future long-term debt with a tenor of approximately 30 years .

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(3) The fair value of the Company’s derivatives is estimated using valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2 within the fair value hierarchy.

Safehold Inc.

Notes to Consolidated Financial Statements

Credit Risk-Related Contingent Features —The Company reports derivative instruments, if any, on a gross basis in its consolidated financial statements.

The Company has agreements with each of its derivative counterparties that contain a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024 ($ in thousands):

The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024 ($ in thousands):

Amount of Gain

9 unchanged sentences

Derivatives Designated in Hedging Relationships

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Interest rate swaps

Interest expense

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Interest rate swaps

Interest expense

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Interest rate swaps

Interest expense

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Interest rate swaps

1 unchanged sentence

Note 13—Equity

Common Stock —As of June 30, 2025, the Company has one class of common stock outstanding.

Common Stock —As of September 30, 2025, the Company has one class of common stock outstanding.

In April 2023, the Company and Portfolio Holdings entered into an ATM Equity Offering Sales Agreement (the “Primary Sales Agreement”) with the sales agents named therein pursuant to which the Company may sell, from time to time, shares of its common stock having an aggregate gross sales price of up to $ 300.0 million (the “Primary Shares”) through or to the sales agents.

The Company may sell the Primary Shares in amounts and at times to be determined by the Company from time to time but has no obligation to sell any of the Primary Shares.

The Company may sell the Primary Shares in amounts and at times to be determined by the

Safehold Inc.

Notes to Consolidated Financial Statements

Company from time to time but has no obligation to sell any of the Primary Shares.

Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate sources of its funding.

Through June 30, 2025, the Company has no t sold any shares of its common stock through the Primary Sales Agreement.

Through September 30, 2025, the Company has no t sold any shares of its common stock through the Primary Sales Agreement.

On February 4, 2025, the Company’s board of directors authorized the repurchase of up to $ 50.0 million of the Company’s common stock.

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Any repurchased shares will be returned to the status of authorized but unissued shares of common stock.

As of June 30, 2025, the Company had no t repurchased any of its outstanding common stock.

Equity Plans — The Company has a Long-Term Incentive Program (the “LTIP”), originally adopted by iStar’s board of directors and approved by iStar’s stockholders in 2021, designed to provide incentive compensation for officers,

Safehold Inc.

Notes to Consolidated Financial Statements

key employees, directors and advisors of the Company.

As of September 30, 2025, the Company had no t repurchased any of its outstanding common stock.

The LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based performance awards.

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In May 2025, the Company issued an aggregate 39,911 shares of its common stock with a grant date fair value of $ 15.34 per share to its directors that vest after one year in consideration for their annual service as directors.

As of June 30, 2025, an aggregate of 766,184 shares of the Company’s common stock remains available for issuance under the LTIP.

As of June 30, 2025, there was $ 6.2 million of total unrecognized compensation cost related to all unvested restricted stock units that is expected to be recognized over a weighted average remaining vesting/service period of 1.6 years .

As of September 30, 2025, an aggregate of 761,888 shares of the Company’s common stock remains available for issuance under the LTIP.

As of September 30, 2025, there was $ 5.3 million of total unrecognized compensation cost related to all unvested restricted stock units that is expected to be recognized over a weighted average remaining vesting/service period of 1.4 years .

Caret Performance Incentive Plan — The Company has a Caret performance incentive plan pursuant to which Caret units of Portfolio Holdings are reserved for grants of performance-based awards to participants, including certain officers, key employees, directors and service providers (the “Caret Performance Incentive Plan”).

As of June 30, 2025, all outstanding Caret units awarded under the Caret Performance Incentive Plan are fully vested except for grants awarded in connection with the Merger to executive officers and other employees, which are subject to cliff vesting on March 31, 2027 if the Company’s common stock has traded at an average per share price of $ 60.00 or more for at least 30 consecutive trading days since the grant date, and certain awards granted to a former employee that vest in December 2025, subject to certain conditions.

As of June 30, 2025, there was $ 2.5 million of total unrecognized compensation cost related to all unvested Caret units that is expected to be recognized over a remaining vesting/service period of 1.75 years.

As of June 30, 2025, Caret Performance Incentive Plan participants held 1,371,129 Caret units, representing 14.4 % of the outstanding Caret units and 11.4 % of the authorized Caret units, and 128,871 Caret units remain available for issuance under the Caret Performance Incentive Plan.

During the three months ended June 30, 2025 and 2024, the Company recognized $ 0.3 million and ($ 0.3 ) million, respectively, of expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets.

During the six months ended June 30, 2025 and 2024, the Company recognized $ 0.7 million and $ 0.2 million, respectively, of expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets.

As of September 30, 2025, all outstanding Caret units awarded under the Caret Performance Incentive Plan are fully vested except for grants awarded in connection with the Merger to executive officers and other employees, which are subject to cliff vesting on March 31, 2027 if the Company’s common stock has traded at an average per share price of $ 60.00 or more for at least 30 consecutive trading days since the grant date, and certain awards granted to a former employee that vest in December 2025, subject to certain conditions.

As of September 30, 2025, there was $ 2.1 million of total unrecognized compensation cost related to all unvested Caret units that is expected to be recognized over a remaining vesting/service period of 1.5 years.

As of September 30, 2025, Caret Performance Incentive Plan participants held 1,371,029 Caret units, representing 14.4 % of the outstanding Caret units and 11.4 % of the authorized Caret units, and 128,971 Caret units remain available for issuance under the Caret Performance Incentive Plan.

During the three months ended September 30, 2025 and 2024, the Company recognized $ 0.3 million and $ 0.3 million, respectively, of expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets.

During the nine months ended September 30, 2025 and 2024, the Company recognized $ 1.0 million and $ 0.6 million,

Safehold Inc.

Notes to Consolidated Financial Statements

respectively, of expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets.

401(K) Plan —The Company has a savings and retirement plan (the "401(k) Plan"), which is a voluntary, defined contribution plan.

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At the discretion of the Company’s Board of Directors, the Company may make matching contributions on the participant’s behalf of up to 50 % of the participant’s contributions, up to a maximum of 10 % of the participants’ compensation.

The Company made gross contributions of $ 0.5 million and $ 0.5 million, respectively, for the six months ended June 30, 2025 and 2024.

The Company made gross contributions of $ 0.5 million and $ 0.5 million, respectively, for the nine months ended September 30, 2025 and 2024.

Accumulated Other Comprehensive Income (Loss) —Accumulated other comprehensive income (loss) consists of net unrealized gains (losses) on the Company’s derivative transactions.

1 unchanged sentence

See also “ Redeemable Noncontrolling Interests” in Note 3.

Safehold Inc.

Notes to Consolidated Financial Statements

Dividends —The Company (then known as iStar) elected to be taxed as a REIT beginning with its taxable year ended December 31, 1998.

1 unchanged sentence

Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows.

During the six months ended June 30, 2025 and 2024, the Company declared cash dividends on its common stock of $ 25.6 million, or $ 0.354 per share, and $ 25.4 million, or $ 0.354 per share, respectively.

During the nine months ended September 30, 2025 and 2024, the Company declared cash dividends on its common stock of $ 38.4 million, or $ 0.531 per share, and $ 38.1 million, or $ 0.531 per share, respectively.

Safehold Inc.

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net income (loss)

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Earnings attributable to common shares:

13 unchanged sentences

common shareholders - diluted

(1) For the three and six months ended June 30, 2024, the effect of 9 thousand and 31 thousand, respectively, of the Company’s restricted stock units were antidilutive.

(1) For the nine months ended September 30, 2024, the effect of 10 thousand of the Company’s restricted stock units were antidilutive.

Note 15—Related Party Transactions

8 unchanged sentences

The write-off is included in “Other expense” in the Company’s consolidated statement of operations.

The Company has recognized $ 3.4 million of interest income from sales-type leases from the Ground Lease in its consolidated statements of operations for the six months ended June 30, 2025.

The Company has recognized $ 5.2 million of interest income from sales-type leases from the Ground Lease in its consolidated statements of operations for the nine months ended September 30, 2025.

The Company has a noncontrolling interest in the Ground Lease Plus Fund and an affiliate of an existing shareholder (which is affiliated with one of the Company’s former independent directors, whose term ended in May 2025) has a noncontrolling interest in the Ground Lease Plus Fund.

3 unchanged sentences

In May 2023, certain milestones were met by the tenant as it exited the pre-development stage and the tenant began accessing the leasehold improvement allowance.

As of June 30, 2025, the $ 51.8 million leasehold improvement allowance has been fully funded.

The Company was also party to an agreement pursuant to which it agreed to acquire land and a related Ground Lease from the Ground Lease Plus Fund when certain construction related conditions were met by a specified time period.

The purchase price to be paid was $ 42.0 million, plus an amount necessary for the Ground Lease Plus Fund to achieve the greater of a 1.25 x multiple and a 9 % return on its investment.

In addition, the Ground Lease provides for a leasehold improvement allowance up to a maximum of $ 83.0 million, which obligation would be assumed by the Company upon acquisition.

As of September 30, 2025, the $ 51.8 million leasehold improvement allowance has been fully funded.

Another such agreement had a purchase price to be paid of $ 42.0 million, plus an amount necessary for the Ground Lease Plus Fund to achieve the greater of a 1.25 x multiple and a 9 % return on its investment.

In addition, the Ground Lease provided for a leasehold improvement allowance up to a maximum of $ 83.0 million, which obligation would be assumed by the Company upon acquisition.

The Company’s commitment to acquire the Ground Lease from the Ground Lease Plus Fund expired in June 2025.

7 unchanged sentences

The Separation and Distribution Agreement sets forth, among other things, Star Holdings’ agreements with the Company regarding the principal transactions necessary to separate Star Holdings from the Company.

It also sets forth

It also sets forth other agreements that govern certain aspects of Star Holdings’ relationship with the Company after the Spin-Off relating to the transfer of assets and assumption of liabilities, cash assets, release of claims, insurance, non-solicitation, segregation

Safehold Inc.

Notes to Consolidated Financial Statements

other agreements that govern certain aspects of Star Holdings’ relationship with the Company after the Spin-Off relating to the transfer of assets and assumption of liabilities, cash assets, release of claims, insurance, non-solicitation, segregation of accounts and other matters.

of accounts and other matters.

The Separation and Distribution Agreement also includes a mutual release by Star Holdings, on the one hand, and the Company, on the other hand, of the other party from certain specified liabilities, as well as mutual indemnification covenants pursuant to which Star Holdings and the Company have agreed to indemnify each other from certain specified liabilities.

3 unchanged sentences

The annual fee declines to $ 10.0 million and $ 7.5 million, respectively, in each of the following annual terms, and adjusts to 2.0 % of the gross book value of Star Holding's assets, excluding shares of the Company’s common stock held by Star Holdings, thereafter.

The management agreement had an initial one-year term and automatically renews for successive one-year terms each anniversary date thereafter unless previously terminated.

The management agreement had an initial one-year term and now automatically renews for successive one-year terms each anniversary date unless previously terminated.

The management agreement may be terminated by Star Holdings without cause by not less than one hundred eighty days ’ written notice to SpinCo Manager upon the affirmative vote of at least two-thirds of Star Holdings’ independent directors, provided, however, that if the date of termination occurs prior to March 31, 2027, the termination will be subject to payment of the applicable termination fee to SpinCo Manager.

3 unchanged sentences

In the event of a termination by the Company based on a reduction in the amount of Star Holdings’ consolidated assets below designated thresholds, Star Holdings will pay SpinCo Manager a termination fee of $ 5.0 million if the termination occurs in the third year, plus the balance of any unpaid portion of the annual management fee for the applicable year.

During the three months ended June 30, 2025 and 2024, the Company recorded $ 2.7 million and $ 4.4 million, respectively, in management fees from Star Holdings.

During the six months ended June 30, 2025 and 2024, the Company recorded $ 6.3 million and $ 9.9 million, respectively, in management fees from Star Holdings.

During the three months ended September 30, 2025 and 2024, the Company recorded $ 2.7 million and $ 3.7 million, respectively, in management fees from Star Holdings.

During the nine months ended September 30, 2025 and 2024, the Company recorded $ 9.0 million and $ 13.6 million, respectively, in management fees from Star Holdings.

The management fees are included in “Other income” in the Company’s consolidated statements of operations.

The Company and Star Holdings also entered into a governance agreement that places certain restrictions on the transfer and voting of the shares of the Company owned by Star Holdings, and a registration rights agreement under which the Company agreed to register such shares for resale in accordance with applicable securities laws.

As of June 30, 2025, Star Holdings owned approximately 18.9 % of the Company’s common stock outstanding through a wholly-owned subsidiary.

As of September 30, 2025, Star Holdings owned approximately 18.8 % of the Company’s common stock outstanding through a wholly-owned subsidiary.

Safehold Inc.

Notes to Consolidated Financial Statements

In April 2023, the Company, Portfolio Holdings and Star Investment Holdings SPV LLC (“Star Investment Holdings”), a subsidiary of Star Holdings, entered into an ATM Equity Offering Sales Agreement (the “Selling Stockholder Sales Agreement”) with the sales agents named therein pursuant to which Star Investment Holdings may sell, from time to time, subject to receiving the Company’s consent, up to 1,000,000 shares of the Company’s common stock (the “Selling Stockholder Shares”) through or to the sales agents.

from time to time, subject to receiving the Company’s consent, up to 1,000,000 shares of the Company’s common stock (the “Selling Stockholder Shares”) through or to the sales agents.

Star Investment Holdings may sell the Selling Stockholder Shares in amounts and at times to be determined by Star Investment Holdings, subject to receiving the Company’s consent, from time to time but has no obligation to sell any of the Selling Stockholder Shares.

9 unchanged sentences

The CODM also reviews assets and asset level metrics such as rent coverage, GAAP and cash asset yields, Ground Lease cost to value ratios, unrealized capital appreciation and certain other metrics on a regular basis.

The following table presents the Company’s expenses that are reviewed in more detail by the CODM for the three and six months ended June 30, 2025 and 2024 ($ in thousands):

The following table presents the Company’s expenses that are reviewed in more detail by the CODM for the three and nine months ended September 30, 2025 and 2024 ($ in thousands):

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Interest expense

5 unchanged sentences

(1) The CODM also considers management fees earned from Star Holdings (refer to Note 15) in their review of general and administrative expense because many of the Company’s employees spend time and resources performing basic functions for the management of Star Holdings.

During the three months ended June 30, 2025 and 2024, the Company earned $ 2.7 million and $ 4.4 million, respectively, in management fees from Star Holdings.

During the six months ended June 30, 2025 and 2024, the Company earned $ 6.3 million and $ 9.9 million, respectively, in management fees from Star Holdings.

During the three months ended September 30, 2025 and 2024, the Company earned $ 2.7 million and $ 3.7 million, respectively, in management fees from Star Holdings.

During the nine months ended September 30, 2025 and 2024, the Company earned $ 9.0 million and $ 13.6 million, respectively, in management fees from Star Holdings.

The management fees are included in “Other income” in the Company’s consolidated statements of operations.

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-Q

Item 1. Financial Statements