Item 1. Financial Statements
Item 1. Financial Statements
Safehold Inc.
Consolidated Balance Sheets (1)
(In thousands)
(unaudited)
September 30,
December 31,
2025
2024
ASSETS
Net investment in sales-type leases ($ 8,966 and $ 6,821 of allowances as of September 30, 2025 and December 31, 2024, respectively)
$
3,527,275
$
3,454,953
Ground Lease receivables, net ($ 5,992 and $ 3,664 of allowances as of September 30, 2025 and December 31, 2024, respectively)
1,961,019
1,833,398
Real estate
Real estate, at cost
740,971
740,971
Less: accumulated depreciation
( 50,797 )
( 46,428 )
Real estate, net
690,174
694,543
Real estate-related intangible assets, net
205,399
208,731
Real estate available and held for sale
2,955
7,233
Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale
898,528
910,507
Loans receivable, net ($ 289 of allowances as of September 30, 2025)
44,966
—
Loans receivable, net - related party ($ 2,213 and $ 2,311 of allowances as of September 30, 2025 and December 31, 2024, respectively)
112,544
112,359
Equity investments
272,890
250,034
Cash and cash equivalents
12,123
8,346
Restricted cash
9,136
8,772
Deferred tax asset, net
3,893
5,222
Deferred operating lease income receivable
233,552
210,773
Deferred expenses and other assets, net (2)
72,120
105,015
Total assets
$
7,148,046
$
6,899,379
LIABILITIES AND EQUITY
Liabilities:
Accounts payable, accrued expenses and other liabilities
$
150,498
$
144,991
Real estate-related intangible liabilities, net
62,297
62,922
Debt obligations, net
4,513,960
4,317,439
Total liabilities
4,726,755
4,525,352
Commitments and contingencies (refer to Note 11)
Equity:
Safehold Inc. shareholders' equity:
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
717
714
Additional paid-in capital
2,197,820
2,191,840
Retained earnings
150,674
102,472
Accumulated other comprehensive income (loss)
41,052
48,992
Total Safehold Inc. shareholders' equity
2,390,263
2,344,018
Noncontrolling interests
31,028
30,009
Total equity
2,421,291
2,374,027
Total liabilities and equity
$
7,148,046
$
6,899,379
(1) Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).
(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.
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Safehold Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
For the Three Months Ended
For the Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Revenues:
Interest income from sales-type leases
$
72,429
$
67,120
$
212,735
$
195,573
Operating lease income
16,993
16,650
55,081
54,344
Interest income (1)
3,085
2,384
8,130
7,098
Other income (2)
3,655
4,551
11,735
16,798
Total revenues
96,162
90,705
287,681
273,813
Costs and expenses:
Interest expense
52,497
49,961
154,188
147,699
Real estate expense
1,397
1,047
3,436
3,167
Depreciation and amortization
2,113
2,484
6,436
7,461
General and administrative
13,067
13,116
40,153
41,020
Provision for (recovery of) credit losses
1,025
7,112
5,671
8,447
Other expense
1,184
1,111
3,698
1,561
Total costs and expenses
71,283
74,831
213,582
209,355
Income (loss) from operations before other items
24,879
15,874
74,099
64,458
Earnings (losses) from equity method investments
4,654
4,739
14,558
18,120
Net income (loss) before income taxes
29,533
20,613
88,657
82,578
Income tax expense
( 215 )
( 660 )
( 1,960 )
( 2,041 )
Net income (loss)
29,318
19,953
86,697
80,537
Net (income) loss attributable to noncontrolling interests
( 36 )
( 622 )
( 104 )
( 813 )
Net income (loss) attributable to Safehold Inc. common shareholders
$
29,282
$
19,331
$
86,593
$
79,724
Per common share data:
Net income (loss)
Basic
$
0.41
$
0.27
$
1.21
$
1.12
Diluted
$
0.41
$
0.27
$
1.21
$
1.12
Weighted average number of common shares:
Basic
71,756
71,436
71,673
71,347
Diluted
71,843
71,540
71,760
71,414
(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.
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Safehold Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(unaudited)
For the Three Months Ended
For the Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Net income (loss)
$
29,318
$
19,953
$
86,697
$
80,537
Other comprehensive income (loss):
Reclassification of (gains) losses on derivatives into earnings
( 552 )
( 1,693 )
( 1,601 )
( 4,995 )
Unrealized gain (loss) on derivatives
( 126 )
( 28,855 )
( 6,339 )
14,023
Other comprehensive income (loss):
( 678 )
( 30,548 )
( 7,940 )
9,028
Comprehensive income (loss)
28,640
( 10,595 )
78,757
89,565
Comprehensive (income) loss attributable to noncontrolling interests
( 36 )
( 622 )
( 104 )
( 813 )
Comprehensive income (loss) attributable to Safehold Inc.
$
28,604
$
( 11,217 )
$
78,653
$
88,752
The accompanying notes are an integral part of the consolidated financial statements.
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Safehold Inc.
Consolidated Statements of Changes in Equity
(In thousands)
(unaudited)
Retained
Accumulated
Redeemable
Common
Additional
Earnings
Other
Noncontrolling
Stock at
Paid-In
(Accumulated
Comprehensive
Noncontrolling
Total
Interests (1)
Par
Capital
Deficit)
Income (Loss)
Interests
Equity
Balance at June 30, 2025
$
—
$
717
$
2,196,759
$
134,186
$
41,730
$
30,675
$
2,404,067
Net income (loss)
—
—
—
29,282
—
36
29,318
Issuance of common stock, net / amortization
—
—
1,061
—
—
335
1,396
Dividends declared ($ 0.177 per share)
—
—
—
( 12,794 )
—
—
( 12,794 )
Change in accumulated other comprehensive income (loss)
—
—
—
—
( 678 )
—
( 678 )
Distributions to noncontrolling interests
—
—
—
—
—
( 18 )
( 18 )
Balance at September 30, 2025
$
—
$
717
$
2,197,820
$
150,674
$
41,052
$
31,028
$
2,421,291
Balance at June 30, 2024
$
—
$
714
$
2,191,354
$
82,597
$
38,239
$
69,555
$
2,382,459
Net income (loss)
—
—
—
19,331
—
622
19,953
Issuance of common stock, net / amortization
—
—
1,469
—
—
336
1,805
Dividends declared ($ 0.177 per share)
—
—
—
( 12,753 )
—
—
( 12,753 )
Change in accumulated other comprehensive income (loss)
—
—
—
—
( 30,548 )
—
( 30,548 )
Contributions from noncontrolling interests
—
—
—
—
—
5,358
5,358
Distributions to noncontrolling interests
—
—
—
—
—
( 343 )
( 343 )
Acquisition of noncontrolling interests
—
—
( 2,583 )
—
—
( 45,832 )
( 48,415 )
Balance at September 30, 2024
$
—
$
714
$
2,190,240
$
89,175
$
7,691
$
29,696
$
2,317,516
Balance at December 31, 2024
$
—
$
714
$
2,191,840
$
102,472
$
48,992
$
30,009
$
2,374,027
Net income (loss)
—
—
—
86,593
—
104
86,697
Issuance of common stock, net / amortization
—
3
6,089
—
—
991
7,083
Dividends declared ($ 0.531 per share)
—
—
—
( 38,391 )
—
—
( 38,391 )
Change in accumulated other comprehensive income (loss)
—
—
—
—
( 7,940 )
—
( 7,940 )
Distributions to noncontrolling interests
—
—
—
—
—
( 60 )
( 60 )
Redemption of noncontrolling interests
—
—
( 109 )
—
—
( 16 )
( 125 )
Balance at September 30, 2025
$
—
$
717
$
2,197,820
$
150,674
$
41,052
$
31,028
$
2,421,291
Balance at December 31, 2023
$
19,011
$
711
$
2,184,299
$
47,580
$
( 1,337 )
$
45,412
$
2,276,665
Net income (loss)
( 576 )
—
—
79,724
—
1,389
81,113
Issuance of common stock, net / amortization
—
3
8,524
—
—
449
8,976
Dividends declared ($ 0.531 per share)
—
—
—
( 38,129 )
—
—
( 38,129 )
Change in accumulated other comprehensive income (loss)
—
—
—
—
9,028
—
9,028
Contribution from noncontrolling interests
—
—
—
—
—
29,040
29,040
Distributions to noncontrolling interests
—
—
—
—
—
( 762 )
( 762 )
Acquisition of noncontrolling interests
—
—
( 2,583 )
—
—
( 45,832 )
( 48,415 )
Redemption of noncontrolling interests
( 18,435 )
—
—
—
—
—
—
Balance at September 30, 2024
$
—
$
714
$
2,190,240
$
89,175
$
7,691
$
29,696
$
2,317,516
(1) Refer to Note 3.
The accompanying notes are an integral part of the consolidated financial statements.
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Safehold Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
For the Nine Months Ended
September 30,
2025
2024
Cash flows from operating activities:
Net income (loss)
$
86,697
$
80,537
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization
6,436
7,461
Stock-based compensation expense
9,679
10,125
Deferred operating lease income
( 22,782 )
( 23,088 )
Non-cash interest income from sales-type leases
( 75,343 )
( 67,659 )
Non-cash interest expense
9,351
9,996
Amortization of real estate-related intangibles, net
1,732
1,732
Write-off of investment in preferred equity
1,945
—
Provision for credit losses
5,671
8,447
Earnings from equity method investments
( 14,558 )
( 18,120 )
Distributions from operations of equity method investments
6,012
11,308
Amortization of premium, discount and deferred financing costs on debt obligations, net
6,151
5,474
Proceeds received from derivative transactions
13,127
—
Other operating activities
( 1,446 )
( 5,798 )
Changes in assets and liabilities:
Changes in deferred expenses and other assets, net
2,567
4,594
Changes in accounts payable, accrued expenses and other liabilities
256
4,948
Cash flows provided by (used in) operating activities
35,495
29,957
Cash flows from investing activities:
Origination/acquisition of net investment in sales-type leases and Ground Lease receivables
( 129,287 )
( 258,042 )
Origination of loans receivable, net
( 45,309 )
—
Contributions to equity method investments
( 23,839 )
( 9,621 )
Distributions from equity method investments
9,528
52,425
Net proceeds received from sale of real estate available and held for sale
3,180
5,143
Return of deposits on Ground Lease investments
—
2,021
Funding of cash collateral for debt obligations
—
( 19,112 )
Return of cash collateral for debt obligations
—
19,112
Proceeds received from derivative transactions
5,055
8,914
Proceeds received from the settlement of derivative transactions
—
9,687
Other investing activities
487
( 1,424 )
Cash flows provided by (used in) investing activities
( 180,185 )
( 190,897 )
Cash flows from financing activities:
Proceeds from debt obligations
923,735
1,090,336
Repayments of debt obligations
( 732,000 )
( 850,000 )
Payments for deferred financing costs
( 466 )
( 20,394 )
Dividends paid to common shareholders
( 38,231 )
( 37,947 )
Payment of offering costs
—
( 51 )
Payments for withholding taxes upon vesting for stock-based compensation
( 3,975 )
( 5,063 )
Redemption of noncontrolling interests
( 125 )
( 18,435 )
Distributions to noncontrolling interests
( 46 )
( 762 )
Contributions from noncontrolling interests
—
28,902
Acquisition of noncontrolling interest
—
( 48,124 )
Other financing activities
( 61 )
—
Cash flows provided by (used in) financing activities
148,831
138,462
Changes in cash, cash equivalents and restricted cash
4,141
( 22,478 )
Cash, cash equivalents and restricted cash at beginning of period
17,118
46,740
Cash, cash equivalents and restricted cash at end of period
$
21,259
$
24,262
Reconciliation of cash and cash equivalents and restricted cash presented on the consolidated statements of cash flows
Cash and cash equivalents
$
12,123
$
15,579
Restricted cash
9,136
8,683
Total cash and cash equivalents and restricted cash
$
21,259
$
24,262
Supplemental disclosure of non-cash investing and financing activity:
Dividends declared to common shareholders
$
12,788
$
12,747
Non-cash interest accrued to debt balances
2,123
2,067
Accrued Ground Lease acquisition costs
699
—
Real estate transferred to real estate available and held for sale
—
3,366
The accompanying notes are an integral part of the consolidated financial statements.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 1—Business and Organization
Business —On March 31, 2023, Safehold Inc. (“Old Safe”) merged with and into iStar Inc. (“iStar”), at which time Old Safe ceased to exist and iStar continued as the surviving corporation and changed its name to “Safehold Inc.” (the “Merger”). Unless context otherwise requires, references to “the Company” refer to the business and operations of Old Safe and its consolidated subsidiaries prior to the Merger, and to Safehold Inc. (formerly iStar) and its consolidated subsidiaries following the consummation of the Merger. The Company is internally managed and operates its business through one reportable segment by acquiring, managing and capitalizing ground leases. The Company also manages entities focused on ground leases (refer to Note 8) and a wholly-owned subsidiary of the Company serves as external manager to Star Holdings (“Star Holdings”), a Maryland statutory trust that holds the legacy non-ground lease assets held by iStar prior to the Merger as well as shares of common stock of the Company. Ground leases are long-term contracts between the landlord (the Company) and a tenant or leaseholder. Ground leases generally represent ownership of the land underlying commercial real estate projects that is net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon (“Ground Leases”). Under a Ground Lease, the tenant is generally responsible for all property operating expenses, such as maintenance, real estate taxes and insurance and is also responsible for development costs and capital expenditures. Ground Leases are typically long-term (base terms ranging from 30 to 99 years , often with tenant renewal options) and have contractual base rent increases (either at a specified percentage or consumer price index (“CPI”) based, or both) and sometimes include percentage rent participations. The Company’s CPI lookbacks are generally capped between 3.0 % - 3.5 % and generally start between years 11 and 21 of the lease term. In the event cumulative inflation growth for the lookback period exceeds the cap, these rent adjustments may not keep up fully with changes in inflation.
The Company intends to target investments in long-term Ground Leases in which: (i) the initial cost of its Ground Lease represents 30 % to 45 % of the combined value of the land and buildings and improvements thereon as if there was no Ground Lease on the land (“Combined Property Value”); (ii) the ratio of property net operating income to the Ground Lease payment due the Company (“Ground Rent Coverage”) is between 2.0 x to 4.5 x, and for this purpose the Company uses estimates of the stabilized property net operating income if it does not receive current tenant information and for properties under construction or in transition, in each case based on leasing activity at the property and available market information, including leasing activity at comparable properties in the relevant market; and (iii) the Ground Lease contains contractual rent escalation clauses or percentage rent that participates in gross revenues generated by the commercial real estate on the land. As Ground Lease lessor, the Company typically has the right to regain possession of its land and take ownership of the buildings and improvements thereon upon tenant default and the termination of the Ground Lease on account of such default. The Company believes that the Ground Lease structure provides an opportunity for potential value accretion through the reversion to the Company, as the Ground Lease owner, of the buildings and improvements on the land at the expiration or earlier termination of the lease, for no additional consideration from the Company.
Organization —The Company is a Maryland corporation and its common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “SAFE.” The Company (then known as iStar) elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the tax year ended December 31, 1998.
The Company conducts all of its business and owns all of its properties through Safehold GL Holdings LLC (“Portfolio Holdings”), which, prior to its conversion into a Delaware limited liability company in connection with the Merger, was named Safehold Operating Partnership LP. The Company, management of the Company, employees and former employees of the Company, affiliates of MSD Partners, L.P. (“MSD Partners”) and other outside investors own the issued and outstanding equity of Portfolio Holdings.
Safehold Management Services Inc. (“SpinCo Manager”), a Delaware corporation and a subsidiary of the Company, is party to a management agreement with Star Holdings dated as of March 31, 2023, as amended, pursuant to
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
which SpinCo Manager is operating and pursuing the orderly monetization of Star Holding’s assets. Star Holdings paid SpinCo Manager an annual management fee of $ 25.0 million for the term ended March 31, 2024 and $ 15.0 million for the term ended March 31, 2025. The annual fee declines to $ 10.0 million and $ 7.5 million (refer to Note 15), respectively, for each of the following annual terms, and adjusts to 2.0 % of the gross book value of Star Holdings’ assets, excluding shares of the Company’s common stock held by Star Holdings, thereafter. 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.
Note 2—Basis of Presentation and Principles of Consolidation
Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Form 10-Q and Article 10-01 of Regulation S-X for interim financial statements. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).
The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain prior year amounts have been reclassified in the Company's consolidated financial statements and the related notes to conform to the current period presentation.
In the opinion of management, the accompanying consolidated financial statements contain all adjustments consisting of normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year.
Principles of Consolidation —The consolidated financial statements include the accounts and operations of the Company, its wholly-owned subsidiaries and VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.
Consolidated VIEs —The Company consolidates VIEs for which it is considered the primary beneficiary. 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. The classifications of liabilities are primarily within “Debt obligations, net” and “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. 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 September 30, 2025.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 3—Summary of Significant Accounting Policies
Significant Accounting Policies
Loans receivable, net —Loans receivable, net includes senior mortgages that the Company originated to certain of its Ground Lease tenants in connection with Ground Leases (refer to Note 6). The Company’s loans receivable are classified as held-for-investment and are reported at their outstanding unpaid principal balance net of any unamortized acquisition premiums or discounts, unamortized deferred loan costs or fees and credit loss allowances.
The Company performs a quarterly analysis of its loans receivable that incorporates management’s current judgments about credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment collateral, collateral type, project economics and other economic factors. The Company estimates its expected loss on its loans receivable (including unfunded commitments) based on relevant information including current market conditions and reasonable and supportable forecasts that affect the collectability of its investments. The estimate of the Company’s expected loss requires significant judgment. The Company calculates its expected loss through the use of third-party historical market data for loans with similar characteristics to the Company’s loan portfolio. The Company also utilizes a third-party to provide forecasts to incorporate current and future economic conditions that may impact the performance of the commercial real estate assets securing its investments.
The Company will consider a loan to be non-performing and place it on non-accrual status at such time as: (1) interest payments become 90 days delinquent; (2) it has a maturity default; or (3) management determines it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan. Non-accrual loans will be returned to accrual status when they have become contractually current and management believes all amounts contractually owed will be received.
The Company made the accounting policy election to record accrued interest on its loans receivable separate from its loans receivable and to exclude accrued interest from its amortized cost basis disclosures. Any accrued interest receivable is recorded in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets. 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 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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Fair Values —The Company is required to disclose fair value information with regard to its financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The Financial Accounting Standards Board (“FASB”) guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy prioritizes the inputs to be used in valuation techniques to measure fair value: Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The Company determines the estimated fair values of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the Company and the Company’s own assumptions about market participant assumptions.
The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions):
As of September 30, 2025
As of December 31, 2024
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
Assets
Net investment in sales-type leases (1)
$
3,527
$
3,548
$
3,455
$
3,680
Ground Lease receivables (1)
1,961
2,091
1,833
2,043
Loans receivable, net (1)
45
45
—
—
Loans receivable, net - related party (1)
113
116
112
115
Cash and cash equivalents (2)
12
12
8
8
Restricted cash (2)
9
9
9
9
Liabilities
Debt obligations, net (1)
Level 1
1,428
1,403
1,426
1,335
Level 3
3,086
2,577
2,891
2,351
Total debt obligations, net
4,514
3,980
4,317
3,686
(1) The fair value of the Company’s net investment in sales-type leases, Ground Lease receivables, loans receivable, net and loans receivable, net – related party are classified as Level 3 within the fair value hierarchy . The fair value of the Company’s debt obligations traded in secondary markets are classified as Level 1 within the fair value hierarchy and the fair value of the Company’s debt obligations not traded in secondary markets are classified as Level 3 within the fair value hierarchy.
(2) The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values and are classified as Level 1 within the fair value hierarchy .
Redeemable Noncontrolling Interests —In February 2022, the Company sold 108,571 Caret units of Portfolio Holdings (refer to Note 13) for $ 19.0 million to third-party investors and received a commitment from an existing shareholder (which was affiliated with one of the Company’s independent directors) for the purchase of 28,571 Caret units for $ 5.0 million (which did not close). As part of the sale, the Company agreed to use commercially reasonable efforts to provide public market liquidity for such Caret units by seeking to provide a listing of the Caret units, or securities into which they may be exchanged, within two years of the sale. Because public market liquidity was not achieved by February 2024, the investors in the February 2022 transaction had the right to cause their Caret units purchased in February 2022 to be redeemed by Portfolio Holdings at their original purchase price less the amount of distributions previously made on such units. During the three months ended March 31, 2024, the redemption option was extended to April 2024. In April 2024, all of the investors in the February 2022 transaction exercised this right and elected to have their Caret units redeemed at the original purchase price less the amount of distributions previously made on such units .
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
The Company classified these redeemable Caret units in accordance with Accounting Standards Codification (“ASC”) 480: Distinguishing Liabilities from Equity. ASC 480-10-S99-3A requires that equity securities redeemable at the option of the holder be classified outside of permanent stockholders’ equity. The Company classified redeemable Caret units as “Redeemable noncontrolling interests” in its consolidated balance sheets and consolidated statements of changes in equity. The redeemable noncontrolling interest’s carrying amount was equal to the higher of (i) the initial carrying amount, increased or decreased for the redeemable noncontrolling interest’s share of net income or loss and dividends; or (ii) the redemption value.
Note 4—Net Investment in Sales-type Leases and Ground Lease Receivables
The Company classifies certain of its Ground Leases as sales-type leases and records the leases within “Net investment in sales-type leases” on the Company’s consolidated balance sheets and records interest income in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In addition, the Company may enter into transactions whereby it acquires land and enters into Ground Leases directly with the seller. These Ground Leases qualify as sales-type leases and, as such, do not qualify for sale leaseback accounting and are accounted for as financing receivables in accordance with ASC 310 - Receivables and are included in “Ground Lease receivables” on the Company’s consolidated balance sheets. The Company records interest income from Ground Lease receivables in “Interest income from sales-type leases” in the Company’s consolidated statements of operations.
In May 2023, the Company entered into a joint venture with a sovereign wealth fund, which is also an existing shareholder, focused on new acquisitions for certain Ground Lease investments. The Company committed approximately $ 275 million for a 55 % controlling interest in the joint venture and the sovereign wealth fund committed approximately $ 225 million for a 45 % noncontrolling interest in the joint venture. Each party’s commitment is discretionary. The joint venture is a voting interest entity and the Company consolidates the joint venture in its financial statements due to its controlling interest. The Company receives a management fee, measured on an asset-by-asset basis, equal to 25 basis points on invested equity for such asset for the first five years following its acquisition, and 15 basis points on invested equity thereafter. The Company will also receive a promote of 15 % over a 9 % internal rate of return, subject to a 1.275 x multiple on invested capital. Since formation through August 30, 2024, the joint venture acquired nine Ground Leases for an aggregate purchase price of $ 170.4 million, of which $ 101.2 million had been funded as of August 30, 2024. On August 30, 2024, the Company acquired its partners’ share of the outstanding commitment for all existing Ground Leases in the venture for $ 48.3 million. The excess of the purchase price and related transaction costs over the carrying value of $ 46.0 million was recorded as a reduction to additional paid-in capital in the Company’s consolidated statement of changes in equity. The venture remains in place, and the partner's participation right in certain qualifying Ground Lease investment opportunities expired on September 30, 2024.
In January 2024, the Company acquired a 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 8 and Note 15).
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
The Company’s net investment in sales-type leases were comprised of the following ($ in thousands):
September 30, 2025
December 31, 2024
Total undiscounted cash flows (1)
$
33,945,980
$
32,934,705
Unguaranteed estimated residual value (1)
3,090,615
3,039,649
Present value discount
( 33,500,354 )
( 32,512,580 )
Allowance for credit losses
( 8,966 )
( 6,821 )
Net investment in sales-type leases
$
3,527,275
$
3,454,953
(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 nine months ended September 30, 2025 and 2024 ($ in thousands):
Net Investment in
Ground Lease
Sales-type Leases
Receivables
Total
Nine Months Ended September 30, 2025
Beginning balance
$
3,454,953
$
1,833,398
$
5,288,351
Origination/acquisition/fundings (1)
25,770
103,303
129,073
Accretion
48,697
26,646
75,343
(Provision for) recovery of credit losses
( 2,145 )
( 2,328 )
( 4,473 )
Ending balance (2)
$
3,527,275
$
1,961,019
$
5,488,294
Net Investment in
Ground Lease
Sales-type Leases
Receivables
Total
Nine Months Ended September 30, 2024
Beginning balance
$
3,255,195
$
1,622,298
$
4,877,493
Origination/acquisition/fundings (1)
145,144
137,490
282,634
Accretion
45,285
22,374
67,659
(Provision for) recovery of credit losses
( 5,582 )
( 3,015 )
( 8,597 )
Ending balance (2)
$
3,440,042
$
1,779,147
$
5,219,189
(1) The net investment in sales-type leases is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. 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 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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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
Stabilized
Development
Unfunded
Three Months Ended September 30, 2025
Properties
Properties
Commitments
Total
Allowance for credit losses at beginning of period
$
7,833
$
497
$
30
$
8,360
Provision for (recovery of) credit losses (1)
607
29
—
636
Allowance for credit losses at end of period (2)
$
8,440
$
526
$
30
$
8,996
Three Months Ended September 30, 2024
Allowance for credit losses at beginning of period
$
1,431
$
91
$
1
$
1,523
Provision for (recovery of) credit losses (1)
4,226
299
—
4,525
Allowance for credit losses at end of period (2)
$
5,657
$
390
$
1
$
6,048
Nine Months Ended September 30, 2025
Allowance for credit losses at beginning of period
$
6,385
$
436
$
—
$
6,821
Provision for (recovery of) credit losses (1)
2,055
90
30
2,175
Allowance for credit losses at end of period (2)
$
8,440
$
526
$
30
$
8,996
Nine Months Ended September 30, 2024
Allowance for credit losses at beginning of period
$
387
$
78
$
—
$
465
Provision for (recovery of) credit losses (1)
5,270
312
1
5,583
Allowance for credit losses at end of period (2)
$
5,657
$
390
$
1
$
6,048
(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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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
Stabilized
Development
Unfunded
Three Months Ended September 30, 2025
Properties
Properties
Commitments
Total
Allowance for credit losses at beginning of period
$
4,423
$
1,167
$
44
$
5,634
Provision for (recovery of) credit losses (1)
297
105
( 12 )
390
Allowance for credit losses at end of period (2)
$
4,720
$
1,272
$
32
$
6,024
Three Months Ended September 30, 2024
Allowance for credit losses at beginning of period
$
471
$
302
$
13
$
786
Provision for (recovery of) credit losses (1)
2,016
595
42
2,653
Allowance for credit losses at end of period (2)
$
2,487
$
897
$
55
$
3,439
Nine Months Ended September 30, 2025
Allowance for credit losses at beginning of period
$
2,652
$
1,012
$
37
$
3,701
Provision for (recovery of) credit losses (1)
2,068
260
( 5 )
2,323
Allowance for credit losses at end of period (2)
$
4,720
$
1,272
$
32
$
6,024
Nine Months Ended September 30, 2024
Allowance for credit losses at beginning of period
$
123
$
246
$
37
$
406
Provision for (recovery of) credit losses (1)
2,364
651
18
3,033
Allowance for credit losses at end of period (2)
$
2,487
$
897
$
55
$
3,439
(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. 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 Ground Lease receivables of $ 2.3 million and $ 3.0 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. 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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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 September 30, 2025 ($ in thousands):
Year of Origination
2025
2024
2023
2022
2021
Prior to 2021
Total
Net investment in sales-type leases
Stabilized properties
$
22,831
$
36,300
$
50,987
$
662,244
$
1,114,314
$
1,322,996
$
3,209,672
Development properties
113
113,558
22,387
39,015
123,101
28,395
326,569
Total
$
22,944
$
149,858
$
73,374
$
701,259
$
1,237,415
$
1,351,391
$
3,536,241
Year of Origination
2025
2024
2023
2022
2021
Prior to 2021
Total
Ground Lease receivables
Stabilized properties
$
37,891
$
—
$
19,845
$
158,176
$
203,591
$
652,314
$
1,071,817
Development properties
33,588
120,514
24,770
636,592
79,730
—
895,194
Total
$
71,479
$
120,514
$
44,615
$
794,768
$
283,321
$
652,314
$
1,967,011
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 December 31, 2024 ($ in thousands):
Year of Origination
2024
2023
2022
2021
2020
Prior to 2020
Total
Net investment in sales-type leases
Stabilized properties
$
35,730
$
50,191
$
653,702
$
1,096,444
$
214,396
$
1,089,992
$
3,140,455
Development properties
111,329
22,062
38,488
121,412
—
28,028
321,319
Total
$
147,059
$
72,253
$
692,190
$
1,217,856
$
214,396
$
1,118,020
$
3,461,774
Year of Origination
2024
2023
2022
2021
2020
Prior to 2020
Total
Ground Lease receivables
Stabilized properties
$
—
$
19,524
$
155,921
$
200,819
$
184,071
$
458,982
$
1,019,317
Development properties
87,601
23,487
628,029
78,628
—
—
817,745
Total
$
87,601
$
43,011
$
783,950
$
279,447
$
184,071
$
458,982
$
1,837,062
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):
Fixed Bumps
Fixed Bumps
with
with Inflation
Fixed
Percentage
Adjustments
Bumps
Rent
Total
2025 (remaining three months)
$
26,796
$
2,022
$
349
$
29,167
2026
109,757
8,580
1,545
119,882
2027
112,379
9,320
1,695
123,394
2028
114,371
9,595
1,746
125,712
2029
116,922
9,785
1,753
128,460
Thereafter
29,608,690
3,524,762
285,913
33,419,365
Total undiscounted cash flows
$
30,088,915
$
3,564,064
$
293,001
$
33,945,980
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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
Ground
in Sales-type
Lease
Three Months Ended September 30, 2025
Leases
Receivables
Total
Cash
$
29,000
$
17,592
$
46,592
Non-cash
16,655
9,182
25,837
Total interest income from sales-type leases
$
45,655
$
26,774
$
72,429
Net Investment
Ground
in Sales-type
Lease
Three Months Ended September 30, 2024
Leases
Receivables
Total
Cash
$
28,203
$
15,678
$
43,881
Non-cash
15,332
7,907
23,239
Total interest income from sales-type leases
$
43,535
$
23,585
$
67,120
Net Investment
Ground
in Sales-type
Lease
Nine Months Ended September 30, 2025
Leases
Receivables
Total
Cash
$
86,627
$
50,765
$
137,392
Non-cash
48,697
26,646
75,343
Total interest income from sales-type leases
$
135,324
$
77,411
$
212,735
Net Investment
Ground
in Sales-type
Lease
Nine Months Ended September 30, 2024
Leases
Receivables
Total
Cash
$
83,318
$
44,596
$
127,914
Non-cash
45,284
22,375
67,659
Total interest income from sales-type leases
$
128,602
$
66,971
$
195,573
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 5—Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale
The Company’s real estate assets consist of the following ($ in thousands):
As of
September 30, 2025
December 31, 2024
Land and land improvements, at cost
$
547,739
$
547,739
Buildings and improvements, at cost
193,232
193,232
Less: accumulated depreciation
( 50,797 )
( 46,428 )
Total real estate, net
$
690,174
$
694,543
Real estate-related intangible assets, net
205,399
208,731
Real estate available and held for sale
2,955
7,233
Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale
$
898,528
$
910,507
Real estate-related intangible assets, net consist of the following items ($ in thousands):
As of September 30, 2025
Gross
Accumulated
Carrying
Intangible
Amortization
Value
Above-market lease assets, net (1)
$
186,002
$
( 23,875 )
$
162,127
In-place lease assets, net (2)
70,445
( 27,865 )
42,580
Other intangible assets, net
750
( 58 )
692
Total
$
257,197
$
( 51,798 )
$
205,399
As of December 31, 2024
Gross
Accumulated
Carrying
Intangible
Amortization
Value
Above-market lease assets, net (1)
$
186,002
$
( 21,524 )
$
164,478
In-place lease assets, net (2)
69,631
( 26,076 )
43,555
Other intangible assets, net
750
( 52 )
698
Total
$
256,383
$
( 47,652 )
$
208,731
(1) Above-market lease assets are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease is less than the present value of the contractual in-place rental cash flows. Above-market lease assets are amortized over the non-cancelable term of the leases.
(2) In-place lease assets are recognized during asset acquisitions and are estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases as well as the value associated with lost rental revenue during the assumed lease-up period. In-place lease assets are amortized over the non-cancelable term of the leases .
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Real estate-related intangible liabilities, net consist of the following items ($ in thousands):
As of September 30, 2025
Gross
Accumulated
Carrying
Intangible
Amortization
Value
Below-market lease liabilities (1)
$
68,618
$
( 6,321 )
$
62,297
As of December 31, 2024
Gross
Accumulated
Carrying
Intangible
Amortization
Value
Below-market lease liabilities (1)
$
68,618
$
( 5,696 )
$
62,922
(1) Below-market lease liabilities are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease exceeds the present value of the contractual in-place rental cash flows. 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 nine months ended September 30, 2025 and 2024 ($ in thousands):
Income Statement
For the Three Months Ended September 30,
Intangible asset
Location
2025
2024
Above-market lease assets (decrease to income)
Operating lease income
$
784
$
784
In-place lease assets (decrease to income)
Depreciation and amortization
597
882
Other intangible assets (decrease to income)
Operating lease income
2
2
Income Statement
For the Nine Months Ended September 30,
Intangible asset
Location
2025
2024
Above-market lease assets (decrease to income)
Operating lease income
$
2,351
$
2,351
In-place lease assets (decrease to income)
Depreciation and amortization
1,789
2,642
Other intangible assets (decrease to income)
Operating lease income
6
6
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
The estimated amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands): (1)
Year
Amount
2025 (remaining three months)
$
1,383
2026
3,538
2027
3,538
2028
3,530
2029
3,530
(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 September 30,
Intangible liability
Location
2025
2024
Below-market lease liabilities (increase to income)
Operating lease income
$
208
$
208
Income Statement
For the Nine Months Ended September 30,
Intangible liability
Location
2025
2024
Below-market lease liabilities (increase to income)
Operating lease income
$
625
$
625
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):
Fixed Bumps
Fixed
with
Bumps with
Inflation-
Inflation
Fixed
Percentage
Percentage
Year
Linked
Adjustments
Bumps
Rent (1)
Rent
Total
2025 (remaining three months)
$
1,452
$
4,550
$
586
$
3,190
$
105
$
9,883
2026
5,807
18,469
2,357
7,399
421
34,453
2027
5,807
18,856
2,388
7,399
421
34,871
2028
5,807
19,203
2,421
7,399
304
35,134
2029
5,807
19,558
2,453
7,399
—
35,217
Thereafter
423,318
4,287,241
428,235
28,105
—
5,166,899
(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
In the second quarter of 2025, the Company originated leasehold loans in conjunction with its Ground Leases. These leasehold loans allow the Company’s Ground Lease tenants to receive their full capital structure needs from one source. As of September 30, 2025, the Company had three senior mortgages with an aggregate outstanding principal
18
Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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. Risk ratings, which range from 1 (lower risk) to 5 (higher risk), are based on judgments which are inherently uncertain, and there can be no assurance that actual performance will be similar to current expectations. The Company designates loans as non-performing at such time as: (1) interest payments become 90 days delinquent; (2) the loan has a maturity default; or (3) management determines it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. 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 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 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 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 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. Borrowings under the Star Holdings Term Loan Facility bear interest at a fixed rate of 8.00 % per annum, which may increase to 10.00 % per annum if any loans remain outstanding under the Incremental Term Loan Facility. On March 28, 2025, the Company and Star Holdings entered into an amendment to the Star Holdings Term Loan Facility that extended the maturity date by one year to March 31, 2028, provides that Star Holdings may re-borrow amounts that have been repaid on the Incremental Term Loan Facility and permits Star Holdings to repurchase up to $ 10.0 million in shares of its common stock, subject to certain conditions. 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
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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.
The Star Holdings Term Loan Facility contains certain customary covenants, including affirmative covenants on reporting, maintenance of property, continued ownership of interests in the Company as well as negative covenants relating to investments, indebtedness and liens, fundamental changes, asset dispositions, repayments, distributions and affiliate transactions. 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 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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 8—Equity Investments
The Company’s equity investments and its proportionate share of earnings (losses) from equity investments were as follows ($ in thousands):
Earnings from
Earnings from
Carrying Value
Equity Method Investments
Equity Method Investments (1)
as of
For The Three Months Ended
For the Nine Months Ended
September 30,
December 31,
September 30,
September 30,
2025
2024
2025
2024
2025
2024
Equity investment
425 Park Avenue
$
139,197
$
137,348
$
907
$
654
$
2,679
$
2,389
32 Old Slip
66,864
57,574
993
1,401
3,747
4,243
Ground Lease Plus Fund (1)
30,826
30,103
487
497
1,301
1,839
Leasehold Loan Fund (2)
36,003
25,009
2,267
2,187
6,831
9,649
Total
$
272,890
$
250,034
$
4,654
$
4,739
$
14,558
$
18,120
(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. The venture acquired the Ground Lease in November 2019. The Company has a 54.8 % noncontrolling equity interest in the venture and is the manager of the venture.
32 Old Slip —In June 2021, the Company acquired a 29.2 % noncontrolling equity interest in a Ground Lease at an office property in New York City.
Ground Lease Plus Fund —The Company manages a fund that targets the origination and acquisition of Ground Leases for commercial real estate projects that are in a pre-development phase (the “Ground Lease Plus Fund”). The Company owns a 53.2 % noncontrolling equity interest in the Ground Lease Plus Fund. The Company does not have a controlling interest in the Ground Lease Plus Fund due to the substantive participating rights of its partner and accounts for this investment as an equity method investment. 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 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 were 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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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Leasehold Loan Fund —The Company manages a fund that targets customers that may require a mortgage leasehold loan as well as a Ground Lease (the “Leasehold Loan Fund”). The Company owns a 53.2 % noncontrolling equity interest in the Leasehold Loan Fund. The Company does not have a controlling interest in the Leasehold Loan Fund due to the substantive participating rights of its partner. The Company accounts for this investment as an equity method investment and receives a fixed annual administrative fee and an asset management fee from its partner in exchange for managing the entity. The Company is also entitled to a promote payment on certain investments in the Leasehold Loan Fund.
In February 2022, the Leasehold Loan Fund committed to provide a $ 130.0 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 life science property. 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. 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 September 30, 2025, the Leasehold Loan Fund funded $ 15.8 million of the commitment.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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):
As of
September 30, 2025
December 31, 2024
Operating lease right-of-use asset (1)
$
27,273
$
29,707
Interest rate hedge assets
20,919
45,439
Deferred finance costs, net (2)
12,777
16,471
Other assets (3)
10,200
12,278
Purchase deposits
—
42
Leasing costs, net
425
431
Corporate furniture, fixtures and equipment, net
526
647
Deferred expenses and other assets, net
$
72,120
$
105,015
(1) Operating lease right-of-use asset (and operating lease liability below) relates primarily to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $ 0.5 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease. 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 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 $ 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):
As of
September 30, 2025
December 31, 2024
Interest payable
$
98,555
$
87,854
Other liabilities
17,602
17,105
Dividends declared and payable
13,446
13,307
Operating lease liabilities (1)
7,092
10,374
Accrued expenses (2)
13,803
16,351
Accounts payable, accrued expenses and other liabilities
$
150,498
$
144,991
(1) Refer to Note 11.
(2) As of September 30, 2025 and December 31, 2024, accrued expenses includes accrued compensation, legal, audit and property expenses.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 10—Debt Obligations, net
The Company’s outstanding debt obligations consist of the following ($ in thousands):
As of
Interest
Scheduled
September 30, 2025
December 31, 2024
Rate (1)
Maturity Date (2)
Secured credit financing:
Mortgages
$
1,498,113
$
1,498,113
3.99
%
April 2027 to November 2069
Total secured credit financing (3)
1,498,113
1,498,113
Unsecured financing:
2.80 % senior notes
400,000
400,000
2.80
%
June 2031
2.85 % senior notes
350,000
350,000
2.85
%
January 2032
6.10 % senior notes
300,000
300,000
6.10
%
April 2034
5.65 % senior notes
400,000
400,000
5.65
%
January 2035
3.98 % senior notes
475,000
475,000
3.98
%
February 2052
5.15 % senior notes
162,327
160,204
5.15
%
May 2052
2024 Unsecured Revolver
881,000
689,000
SOFR
plus 0.85
%
May 2029
Trust preferred securities
100,000
100,000
Adjusted SOFR
plus 1.50
%
October 2035
Total unsecured financing
3,068,327
2,874,204
Total debt obligations
4,566,440
4,372,317
Debt premium, discount and deferred financing costs, net
( 52,480 )
( 54,878 )
Total debt obligations, net
$
4,513,960
$
4,317,439
(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 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 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 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 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”). The 2.80 % Notes were issued at 99.127 % of par. The Company may redeem the 2.80 % Notes in whole at any time or in part from time to time prior to March 15, 2031, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100 % of the principal amount of the 2.80 % Notes being redeemed; 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
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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”). The 2.85 % Notes were issued at 99.123 % of par. The Company may redeem the 2.85 % Notes in whole at any time or in part from time to time prior to October 15, 2031, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100 % of the principal amount of the 2.85 % Notes being redeemed; 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 2.85 % Notes are redeemed on or after October 15, 2031, the redemption price will be equal to 100 % of the principal amount of the 2.85 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.
In January 2022, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $ 475.0 million aggregate principal amount of privately-placed 3.98 % senior notes due February 2052 (the “ 3.98 % Notes”). Safehold Operating Partnership LP elected to draw these funds in March 2022. The Company may, at its option, prepay at any time all, or from time to time any part of, the 3.98 % Notes, in an amount not less than 5 % of the aggregate principal amount of the 3.98 % Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid, and the applicable make-whole amount calculated in accordance with the indenture, for such tranche determined for the prepayment date with respect to such principal amount; provided, that, so long as no default or event of default shall then exist, at any time on or after November 15, 2051, the Company may, at its option, prepay all or any part of the 3.98 % 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.
In May 2022, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $ 150.0 million aggregate principal amount of privately-placed 5.15 % senior notes due May 2052 (the “ 5.15 % Notes”). The structure of the 5.15 % Notes features a stairstep coupon rate in which the Company will pay cash interest at a rate of 2.50 % in years 1 through 10, 3.75 % in years 11 through 20, and 5.15 % in years 21 through 30. The difference between the 5.15 % stated rate and the cash interest rate will accrue in each semi-annual payment period and be paid in kind by adding such accrued interest to the outstanding principal balance, to be repaid at maturity in May 2052. The Company may, at its option, prepay at any time all, or from time to time any part of, the 5.15 % Notes, in an amount not less than 5 % of the aggregate principal amount of the 5.15 % Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid, and the applicable make-whole amount calculated in accordance with the indenture; 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.
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”). The 6.10 % Notes were issued at 98.957 % of the principal amount. The Company may redeem the 6.10 % Notes in whole at any time or in part from time to time prior to January 1, 2034, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100 % of the principal amount of the 6.10 % Notes being redeemed; 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 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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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”). The 5.65 % Notes were issued at 98.812 % of the principal amount. The Company may redeem the 5.65 % Notes in whole at any time or in part from time to time prior to October 15, 2034, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100 % of the principal amount of the 5.65 % Notes being redeemed; 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 5.65 % Notes are redeemed on or after October 15, 2034, the redemption price will be equal to 100 % of the principal amount of the 5.65 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.
2024 Unsecured Revolver —In April 2024, the Company entered into a $ 2.0 billion unsecured revolving credit facility (the “2024 Unsecured Revolver”), which replaced the Company’s 2021 Unsecured Revolver (see below) and 2023 Unsecured Revolver (see below), each of which were terminated. 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 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 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. The 2021 Unsecured Revolver had an initial maturity of March 2024 with two 12-month extension options exercisable by the Company, subject to certain conditions, and accrued interest at an annual rate of applicable SOFR plus 0.90 %, subject to the Company’s credit ratings . In March 2024, the Company exercised one of its options to extend the maturity to March 2025. The 2024 Unsecured Revolver replaced the 2021 Unsecured Revolver.
2023 Unsecured Revolver— In January 2023, Portfolio Holdings, then known as Safehold Operating Partnership LP (as borrower) and the Company (as guarantor) entered into a $ 500 million unsecured revolving credit facility (the “2023 Unsecured Revolver”). The 2023 Unsecured Revolver accrued interest at a rate of Adjusted SOFR , as defined in the applicable agreement, plus 0.90 % , subject to the Company’s credit ratings. The 2024 Unsecured Revolver replaced the 2023 Unsecured Revolver.
Trust Preferred Securities —The Company assumed trust preferred securities from iStar in connection with the Merger. The trust preferred securities bear interest at three-month Adjusted Term SOFR plus 1.50 % and mature in October 2035.
Commercial Paper Program — In June 2024, Portfolio Holdings, as issuer, entered into a new U.S. commercial paper program (the “Commercial Paper Program”) on a private placement basis, pursuant to which the Company may issue up to $ 750.0 million of short-term, unsecured commercial paper notes outstanding at any time, which are guaranteed by the Company.
Under the Commercial Paper Program, the Company may issue the commercial paper notes from time to time and will use the proceeds for general corporate purposes. The Commercial Paper Program is backed by the Company’s 2024 Unsecured Revolver. 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
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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.
The documents governing the Commercial Paper Program contain customary representations, warranties, covenants, defaults and indemnification provisions, and provide the terms under which the Notes will be sold pursuant to an exemption from the federal and state securities laws.
Debt Covenants —The Company is subject to financial covenants under the 2024 Unsecured Revolver, including maintaining: (i) a ratio of total unencumbered assets to total unsecured debt of at least 1.33 x; and (ii) a consolidated fixed charge coverage ratio of at least 1.15 x, as such terms are defined in the documents governing the 2024 Unsecured Revolver, as applicable. In addition, the 2024 Unsecured Revolver contains customary affirmative and negative covenants. Among other things, these covenants may restrict the Company or certain of its subsidiaries’ ability to incur additional debt or liens, engage in certain mergers, consolidations and other fundamental changes, make other investments or pay dividends. The Company’s 2.80 % Notes, 2.85 % Notes, 3.98 % Notes, 5.15 % Notes, 6.10 % Notes and 5.65 % Notes are subject to a financial covenant requiring a ratio of unencumbered assets to unsecured debt of at least 1.25 x and contain customary affirmative and negative covenants. The Company’s 6.10 % Notes and 5.65 % Notes are also subject to a financial covenant limiting the incurrence of any secured debt that would cause the Company’s secured debt to total assets ratio to exceed 50 %. The Company’s 3.98 % Notes and 5.15 % Notes contain a provision whereby they will be deemed to include additional financial covenants and negative covenants to the extent such covenants are incorporated into Portfolio Holdings’ and/or the Company’s existing or future material credit facilities, including the 2024 Unsecured Revolver, and to the extent such covenants are more favorable to the lenders under such material credit facilities than the covenants contained in the 3.98 % Notes and 5.15 % Notes. The Company’s mortgages contain no significant maintenance or ongoing financial covenants. 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):
Secured (1)
Unsecured
Total
2025 (remaining three months)
$
—
$
—
$
—
2026
—
—
—
2027
237,000
—
237,000
2028
79,193
—
79,193
2029
—
881,000
881,000
Thereafter
1,181,920
2,187,327
3,369,247
Total principal maturities
1,498,113
3,068,327
4,566,440
Debt premium, discount and deferred financing costs, net
( 25,932 )
( 26,548 )
( 52,480 )
Total debt obligations, net
$
1,472,181
$
3,041,779
$
4,513,960
(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 .
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 11—Commitments and Contingencies
Lease Commitments —Future minimum lease obligations under non-cancelable operating leases as of September 30, 2025 are as follows ($ in thousands): (1)
2025 (remaining three months)
$
1,559
2026
668
2027
764
2028
772
2029
780
Thereafter
7,979
Total undiscounted cash flows (1)
12,522
Present value discount (2)
( 5,430 )
Lease liabilities
$
7,092
(1) Includes cash flows that relate to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $ 0.5 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease.
(2) The lease liability equals the present value of the minimum rental payments due under the lease discounted at the rate implicit in the lease or the Company’s incremental secured borrowing rate for similar collateral. 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 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 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 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 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.
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 12—Risk Management and Derivatives
In the normal course of its ongoing business operations, the Company encounters credit risk. Credit risk is the risk of default on the Company’s leases that result from a tenant’s inability or unwillingness to make contractually required payments.
Risk concentrations —Concentrations of credit risks arise when the Company has multiple leases with a particular tenant or credit party, or a number of the Company’s tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features, such that their ability to meet contractual obligations, including those to the Company, could be similarly affected by changes in economic conditions.
Although the Company’s Ground Leases are geographically diverse and the tenants operate in a variety of industries and property types, to the extent the Company has a significant concentration of interest income from sales-type leases or operating lease income from any tenant, the inability of that tenant to make its payment could have a material adverse effect on the Company. The Company did not have a significant concentration of interest income from sales-type leases or operating lease income from any tenant for the periods presented.
Derivative instruments and hedging activity —The Company’s use of derivative financial instruments has been associated with debt issuances and primarily limited to the utilization of interest rate swaps, interest rate caps and treasury locks to manage interest rate risk exposure. The Company does not enter into derivatives for trading purposes.
The Company recognizes derivatives, if any, as either assets or liabilities on the Company’s consolidated balance sheets at fair value. Interest rate hedge assets are recorded in “Deferred expenses and other assets, net” and interest rate hedge liabilities are recorded in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. If certain conditions are met, a derivative may be specifically designated as a hedge of the exposure to changes in the fair value of a recognized asset or liability, a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability.
For the Company’s derivatives designated and qualifying as cash flow hedges, changes in the fair value of the derivatives are reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. 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 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.
For the Company’s derivatives not designated as hedges, the changes in the fair value of the derivatives are reported in “Interest expense” in the Company’s consolidated statements of operations. 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.
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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): (1)(2)(3)
September 30, 2025
December 31, 2024
Fair
Fair
Balance Sheet
Derivative Type
Value
Value
Location
Assets
Interest rate swaps
$
20,919
$
45,439
Deferred expenses and other assets, net
Total
$
20,919
$
45,439
(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 .
(2) Over the next 12 months, the Company expects that $ 1.7 million related to cash flow hedges will be reclassified from “Accumulated other comprehensive income (loss)” as an increase to interest expense.
(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.
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 nine months ended September 30, 2025 and 2024 ($ in thousands):
Amount of Gain
Amount of Gain
(Loss) Reclassified
(Loss) Recognized
from Accumulated
in Accumulated
Other
Location of Gain (Loss)
Other
Comprehensive
When Recognized in
Comprehensive
Income into
Derivatives Designated in Hedging Relationships
Income
Income
Earnings
For the Three Months Ended September 30, 2025
Interest rate swaps
Interest expense
$
( 126 )
$
552
For the Three Months Ended September 30, 2024
Interest rate swaps
Interest expense
$
( 28,855 )
$
1,693
For the Nine Months Ended September 30, 2025
Interest rate swaps
Interest expense
$
( 6,339 )
$
1,601
For the Nine Months Ended September 30, 2024
Interest rate swaps
Interest expense
$
14,023
$
4,995
Note 13—Equity
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
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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 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. The Company has no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. The share repurchase program does not have an expiration date. Any repurchased shares will be returned to the status of authorized but unissued shares of common stock. As of September 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, key employees, directors and advisors of the Company. 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. All awards under the LTIP are made at the discretion of the Company’s Board of Directors. Grants under the LTIP are recognized as compensation costs ratably over the applicable vesting period and recorded in “General and administrative” in the Company’s consolidated statements of operations. 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 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 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,
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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. All employees are eligible to participate in the 401(k) Plan following completion of three months of continuous service with the Company. Each participant may contribute on a pretax basis up to the maximum percentage of compensation and dollar amount permissible under Section 402(g) of the Internal Revenue Code not to exceed the limits of Code Sections 401(k), 404 and 415. 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 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.
Noncontrolling Interests —Noncontrolling interests includes unrelated third-party equity interests in ventures that are consolidated in the Company’s consolidated financial statements and Caret units that have been sold to third-parties or have been granted to employees or former employees. See also “ Redeemable Noncontrolling Interests” in Note 3.
Dividends —The Company (then known as iStar) elected to be taxed as a REIT beginning with its taxable year ended December 31, 1998. To qualify as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. 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 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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 14—Earnings Per Share
Earnings per share (“EPS”) is calculated by dividing net income attributable to common shareholders by the weighted average number of shares outstanding for the period. The following tables present a reconciliation of net income used in the basic and diluted EPS calculations ($ and shares in thousands, except for per share data):
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Net income (loss)
$
29,318
$
19,953
$
86,697
$
80,537
Net (income) loss attributable to noncontrolling interests
( 36 )
( 622 )
( 104 )
( 813 )
Net income (loss) attributable to Safehold Inc. common shareholders for basic and diluted earnings per common share
$
29,282
$
19,331
$
86,593
$
79,724
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Earnings attributable to common shares:
Numerator for basic and diluted earnings per share:
Net income (loss) attributable to Safehold Inc. common shareholders - basic
$
29,282
$
19,331
$
86,593
$
79,724
Net income (loss) attributable to Safehold Inc. common shareholders - diluted
$
29,282
$
19,331
$
86,593
$
79,724
Denominator for basic and diluted earnings per share: (1)
Weighted average common shares outstanding for basic earnings per common share
71,756
71,436
71,673
71,347
Add: Effect of assumed shares under treasury stock method for restricted stock units
87
104
87
67
Weighted average common shares outstanding for diluted earnings per common share
71,843
71,540
71,760
71,414
Basic and diluted earnings per common share: (1)
Net income (loss) attributable to Safehold Inc. common shareholders - basic
$
0.41
$
0.27
$
1.21
$
1.12
Net income (loss) attributable to Safehold Inc. common shareholders - diluted
$
0.41
$
0.27
$
1.21
$
1.12
(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
Acquisitions and Commitments
Following is a list of transactions in which the Company and other persons deemed to be related parties have participated for the periods presented. These transactions were approved by the Company’s independent directors in accordance with the Company’s policy with respect to related party transactions.
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
The Company entered into a discretionary commitment to fund up to $ 9.0 million of preferred equity in an entity that owns the leasehold interest under one of the Company’s office Ground Leases located in Washington, DC and through March 31, 2025, the Company funded $ 1.5 million of the commitment amount. At inception in April 2024, the Company incurred $ 0.4 million of costs creating the entity formed to own the leasehold interest, which resulted in a total investment balance of $ 1.9 million and was included in “Deferred expenses and other assets” on the Company’s consolidated balance sheet as of December 31, 2024. In May 2025, the leasehold interest was acquired by a new sponsor and the Company determined its investment was not recoverable, which resulted in a $ 1.9 million write-off of the Company’s preferred equity investment as of March 31, 2025. The write-off is included in “Other expense” in the Company’s consolidated statement of operations. 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. The Company has entered into certain agreements to acquire certain land and related Ground Leases from the Ground Lease Plus Fund when certain construction-related conditions are met by a specified time period. In January 2024, the Company acquired one Ground Lease from the Ground Lease Plus Fund for $ 38.3 million pursuant to one such agreement. In addition, the Ground Lease documents contain future funding obligations to the Ground Lease tenant of approximately $ 51.8 million of leasehold improvement allowance upon achievement of certain milestones. 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 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.
Caret units
In February 2022, the Company sold an aggregate of 108,571 Caret units, 1.08 % of the then-authorized Caret units, to a group of investors (refer to Note 3). In addition, an affiliate of an existing shareholder (which was affiliated with one of the Company’s former independent directors, whose term ended in May 2025) made a commitment to purchase 28,571 Caret units, or 0.29 % of the then-authorized Caret units, for a purchase price of $ 5.0 million. As part of the sale, the Company agreed to use commercially reasonable efforts to provide public market liquidity for such Caret units by seeking to provide a listing of the Caret units (or securities into which they may be exchanged) on a public exchange within two years of the sale. Because public market liquidity was not achieved by February 2024, the investors in the February 2022 transaction had the right to cause their Caret units purchased in February 2022 to be redeemed by Portfolio Holdings at such purchase price less the amount of distributions previously made on such units. In April 2024, all of the investors in the February 2022 transaction exercised this right and elected to have their Caret units redeemed.
Star Holdings
On March 31, 2023, immediately prior to the closing of the Merger, the Company (then known as iStar Inc.) spun-off of its remaining legacy assets and certain other assets (the “Spin-Off”) pursuant to a separation and distribution agreement (the “Separation and Distribution Agreement”), dated as of March 31, 2023, by and between the Company and Star Holdings. 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 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
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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.
SpinCo Manager is party to a management agreement with Star Holdings, pursuant to which it will operate and pursue the orderly monetization of Star Holding’s assets. On March 28, 2025, the Company and Star Holdings entered into an amendment to the Management Agreement that increased the management fee payable in year four of the contract from $ 5.0 million to $ 7.5 million and increased the termination fee payable by Star Holdings in certain circumstances from $ 50.0 million to $ 55.0 million. Pursuant to the management agreement, Star Holdings paid to SpinCo Manager an annual management fee of $ 25.0 million for the term ended March 31, 2024 and $ 15.0 million for the term ended March 31, 2025. 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 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. Star Holdings may also terminate the management agreement at any time with 30 days ’ prior written notice from Star Holdings’ board of trustees for “cause,” as defined in the management agreement.
In the event of a termination without cause by Star Holdings prior to March 31, 2027, Star Holdings will pay SpinCo Manager a termination fee of $ 55.0 million minus the aggregate amount of management fees actually paid to SpinCo Manager prior to the termination date. However, if Star Holdings has completed the liquidation of its assets on or before the termination date, the termination fee will consist of any portion of the annual management fee that remained unpaid for the remainder of the then current annual term plus, if the termination date occurs on or before March 31, 2026, the amount of the management fee that would have been payable for the next succeeding annual term, or if the termination date occurs after March 31, 2026, zero .
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 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 September 30, 2025, Star Holdings owned approximately 18.8 % of the Company’s common stock outstanding through a wholly-owned subsidiary.
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,
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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. Actual sales, if any, will depend on a variety of factors to be determined by Star Investment Holdings from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by Star Investment Holdings of the appropriate sources of its funding.
Note 16—Segment Reporting
The Company conducts its business through one reportable and one operating segment by acquiring, managing and capitalizing Ground Leases, which the Company believes provides an opportunity for safe, growing income. The Company’s chief executive officer is the chief operating decision maker (“CODM”) and uses net income (loss), as reported on the consolidated statements of comprehensive income (loss), to measure segment operating performance. All of the Company’s expenses are included in segment operating performance and are reviewed regularly. However, the CODM reviews interest expense and general and administrative expense on a more disaggregated basis. The CODM reviews interest expense in more detail because the Company uses its cost of capital to price its investments. The CODM also reviews general and administrative expense, which includes public company costs consisting of compensation, occupancy, and other corporate costs, in more detail to ensure its resources are in line with its business and operating needs. The measure of segment assets is reported on the Company’s consolidated balance sheets as total assets. 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 nine months ended September 30, 2025 and 2024 ($ in thousands):
For the Three Months Ended
For the Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Interest expense
Cash
$
45,749
$
43,064
$
133,618
$
126,788
Non-cash
6,748
6,897
20,570
20,911
Subtotal interest expense
52,497
49,961
154,188
147,699
General and administrative (1)
Public company and other costs
9,956
9,649
30,474
30,895
Stock-based compensation
3,111
3,467
9,679
10,125
Subtotal general and administrative
13,067
13,116
40,153
41,020
(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 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.