What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-06 · 251 added, 326 removed, 1058 unchanged (35% of the section changed)

33 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Purchase Price Allocation — Refer to Note 3 to the financial statements

Allowance for credit losses on net investment in sales-type leases and Ground Lease receivables – Refer to Notes 3 and 4 of the financial statements

Critical Audit Matter Description

The Company accounts for the acquisition of properties by recording the purchase price of tangible and intangible assets acquired and liabilities assumed based on their relative fair values.

The value of the tangible assets, consisting of land, buildings, building improvements and tenant improvements is determined as if these assets are vacant.

Intangible assets may include the value of lease incentive assets, above-market leases, below-market Ground Lease assets and in-place leases, which are each recorded at their relative fair values.

Intangible liabilities may include the value of below-market leases, which are recorded at their relative fair values.

The relative fair value determination of assets acquired and liabilities assumed required management to make estimates related to future expected cash flows as well as capitalization and discount rates.

We performed audit procedures to evaluate the reasonableness of these estimates which required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

The Company estimates its allowance for credit losses on net investment in sales-type leases and Ground Lease receivables, including unfunded commitments, based on whether the underlying property is a stabilized property or a development project, using a quantitative analysis to estimate expected loss rates by analyzing historical data for single asset borrower loans along with high-credit rated long-duration bonds, and considering comparable loan to value ratios, loss rates, timing of losses, vintage, property type, current market conditions and reasonable and supportable forecasts of unemployment rates.

The Company uses third-party historical market data for loans with similar characteristics to its

portfolio of net investment in sales-type leases and Ground Lease receivables, as well as third-party forecasts, to incorporate current and future economic conditions that may impact the performance of the commercial real estate assets that exist on its investments subject to these ground leases.

The estimate of the Company's allowance for credit loss requires judgment when determining the current and future economic conditions that may impact the performance of the net investment in sales-type leases and Ground Lease receivables.

The determination of the Company’s allowance for credit losses, including the projection of current and future economic conditions, represents a critical audit matter given the level of subjectivity and judgement involved.

Performing audit procedures to evaluate the allowance for credit losses required a high degree of auditor judgment, and an increased extent of effort to evaluate whether management reasonably and appropriately quantified the macroeconomic risks associated with the Company’s portfolio.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the relative fair value of assets acquired and liabilities assumed by the Company included the following, among others:

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, and (3) market rent, growth, discount, and capitalization rates by developing independent ranges of these assumptions based on market data and comparing our assumptions to those used by management.

We also tested the mathematical accuracy of the calculation of management’s analysis.

• We assessed the reasonableness of management’s projections of rental revenue by comparing the assumptions used in the projections to external market sources, in-place lease agreements, historical data, and results from other areas of the audit.

• We tested the effectiveness of internal controls over critical assumptions including management’s controls over:

◾ The selection of the methods and valuation techniques used to determine that fair value is appropriate and consistent with industry standards and previous Company acquisitions.

◾ Assumptions for allocating the purchase price to tangible and intangible assets and liabilities.

Our audit procedures assess the estimate applied by management to the allowance for credit losses to account for current and future economic conditions included, among others:

● We tested the design and effectiveness of controls implemented by the Company in relation to the calculation of the allowance for credit losses, including management’s judgements involved in the determination of the macroeconomic factors applied to the loss rate.

● With the assistance of our credit specialists, we evaluated the reasonableness of the methodology and significant assumptions used to develop the macroeconomic factors by considering relevant industry trends and economic conditions, including whether the methodology and significant assumptions were appropriate and consistent with what market participants would use.

● We evaluated management’s expected loss rate by performing a peer benchmarking analysis.

● We tested the accuracy and completeness of quantitative data used by management to estimate the current and future economic conditions.

/s/ DELOITTE & TOUCHE LLP

31 unchanged sentences

(In thousands, except per share data)

As of December 31,

Net investment in sales-type leases ($ 10,750 and $ 6,821 of allowances as of December 31, 2025 and 2024, respectively)

6 unchanged sentences

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

Loans receivable, net ($ 328 of allowances as of December 31, 2025)

Loans receivable, net - related party ($ 2,223 and $ 2,311 of allowances as of December 31, 2025 and 2024, respectively)

5 unchanged sentences

Deferred expenses and other assets, net (2)

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

LIABILITIES AND EQUITY

Accounts payable, accrued expenses and other liabilities

3 unchanged sentences

Commitments and contingencies (refer to Note 11)

Redeemable noncontrolling interests (refer to Note 3)

Safehold Inc.

7 unchanged sentences

Noncontrolling interests

Total liabilities, redeemable noncontrolling interests and equity

Total liabilities and equity

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

7 unchanged sentences

Operating lease income

Interest income - related party (2)

Interest income (1)

Other income (2)

11 unchanged sentences

Income (loss) from operations before other items

Loss on early extinguishment of debt

Earnings (losses) from equity method investments

8 unchanged sentences

Weighted average number of common shares:

(1) For the year ended December 31, 2022, the Company recorded $ 2.1 million of “Interest income from sales-type leases” in its consolidated statements of operations from Ground Leases with iStar Inc.

(2) Refer to Note 3.

(3) For the years ended December 31, 2024 and 2023, includes $ 16.8 million and $ 19.4 million, respectively, of management fees from related parties.

(4) For the years ended December 31, 2023 and 2022, includes $ 31.6 million and $ 34.3 million, respectively, of general and administrative expenses incurred to related parties that includes management fees and expense reimbursements to the Former Manager (refer to Note 1).

(1) For the years ended December 31, 2025, 2024 and 2023, includes $ 9.4 million, $ 9.5 million and $ 7.1 million, respectively, of interest income from related parties (refer to Note 7).

(2) For the years ended December 31, 2025, 2024 and 2023, includes $ 11.7 million, $ 16.8 million and $ 19.4 million, respectively, of management fees from related parties (refer to Note 15).

(3) For the year ended December 31, 2023, includes $ 31.6 million of general and administrative expenses incurred to related parties that includes management fees and expense reimbursements to the Former Manager (refer to Note 1).

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

22 unchanged sentences

Balance at December 31, 2022

Impact from adoption of new accounting standard (refer to Note 3)

Net income (loss)

4 unchanged sentences

Contributions from noncontrolling interests

Additional paid in capital attributable to redeemable noncontrolling interests

Merger consideration (refer to Note 1 and Note 3)

Balance at December 31, 2023

Impact from adoption of new accounting standard (refer to Note 3)

Net income (loss)

4 unchanged sentences

Distributions to noncontrolling interests

Merger consideration (refer to Note 1 and Note 3)

Acquisition of noncontrolling interest

Redemption of noncontrolling interests

Balance at December 31, 2024

3 unchanged sentences

Change in accumulated other comprehensive income (loss)

Contributions from noncontrolling interests, net

Distributions to noncontrolling interests

Acquisition of noncontrolling interest

Redemption of noncontrolling interest

15 unchanged sentences

Amortization of real estate-related intangibles, net

Write-off of investment in preferred equity

Impairment of goodwill

Provision for credit losses

Loss on early extinguishment of debt

Earnings from equity method investments

3 unchanged sentences

Non-cash management fees

Other income recognized from derivative transaction (refer to Note 11)

Other income recognized from derivative transactions

Proceeds paid (received) from derivative transactions

Other operating activities

6 unchanged sentences

Origination/acquisition of net investment in sales-type leases and Ground Lease receivables

( 1,278,406 )

Origination of loans receivable, net

7 unchanged sentences

Return of deposits on Ground Lease investments

Return of cash collateral for debt obligations

Funding of cash collateral for debt obligations

Return of cash collateral for debt obligations

Payments to acquire derivative transactions

3 unchanged sentences

Cash flows provided by (used in) investing activities

( 1,145,953 )

Cash flows from financing activities:

4 unchanged sentences

( 2,008,000 )

Purchase of marketable securities in connection with the defeasance of mortgage notes payable

Payments for debt prepayment or extinguishment costs

Payments for deferred financing costs

2 unchanged sentences

Payments for withholding taxes upon vesting for stock-based compensation

Redemption of redeemable noncontrolling interests

Redemption of noncontrolling interests

Distributions to noncontrolling interests

13 unchanged sentences

Supplemental disclosure of non-cash investing and financing activity:

Debt obligations assumed (refer to Note 3)

Issuance of common stock for acquisition of assets (refer to Note 3)

Debt obligations assumed

Issuance of common stock for acquisition of assets

Marketable securities transferred in connection with the defeasance of mortgage notes payable

Defeasance of mortgage notes payable

Dividends declared to common shareholders

Non-cash interest accrued to debt balances

Accrued acquisition costs

Accrued finance costs

36 unchanged sentences

Following the restructuring, 100 % of the equity interests in Caret Ventures is held by Portfolio Holdings.

The Company, management of the Company, employees and former employees of the Company, affiliates of MSD Partners (as defined below) and other outside investors own the issued and outstanding equity of Portfolio Holdings.

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.

Merger Transaction —On August 10, 2022, Old SAFE entered into an Agreement and Plan of Merger (the “Merger Agreement”) with iStar, and on March 31, 2023, the Merger was completed in accordance with the terms of the Merger Agreement.

For accounting purposes, the Merger was accounted for as a business combination using the acquisition method of accounting under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) and treated as a “reverse acquisition” in which iStar is considered the legal acquirer and Old SAFE is considered the accounting acquirer.

The Company considered the following relevant facts for this determination:

● At the time of the Merger closing, Old SAFE shareholders, excluding the Old SAFE shares held directly by iStar, members of iStar management and Star Holdings, control a majority of the voting interests in the Company and the combined company operates under the name “Safehold Inc.;”

● The composition of the combined company’s board of directors, which includes three directors from Old SAFE, two directors from iStar, and two management members of both Old SAFE and iStar;

● Old SAFE was the larger entity by size when comparing the key metrics of total assets, total revenue and net income (loss) from continuing operations and allocable to common shareholders;

● Substantially all of the assets and liabilities of the Company consist of the historical assets and liabilities of Old SAFE, and the go-forward business plan of the Company is to conduct the Ground Lease business conducted by Old SAFE prior to the Merger.

As a result, the historical financial statements of Old SAFE become the historical financial statements of the Company.

Immediately before the closing of the Merger, iStar separated its remaining legacy non-ground lease assets and businesses, approximately $ 50.0 million of cash, exclusive of working capital reserves and restricted cash, and approximately 13.5 million shares of Old SAFE common stock into Star Holdings by distributing to iStar’s stockholders, on a pro rata basis, the issued and outstanding equity interests of Star Holdings (the “Spin-Off”).

Other Merger and Spin-Off related transactions

On August 10, 2022, iStar entered into an agreement (the “MSD Stock Purchase Agreement”) with MSD Partners, L.P.

(“MSD Partners”) pursuant to which MSD Partners agreed to purchase 5,405,406 shares of Old SAFE’s common stock then owned by iStar (the “MSD Stock Purchase”) for an aggregate purchase price of approximately $ 200 million, or $ 37.00 per share, payable in cash.

MSD Partners’ rights and obligations under the MSD Stock Purchase Agreement were subsequently assigned to certain of its affiliates.

The MSD Stock Purchase closed on March 31, 2023, shortly before the closing of the Merger.

MSD Partners has the right to designate an observer to the board of directors of the Company, a top-up right on future equity issuances (subject to certain exceptions) and registration rights.

MSD Partners is subject to a customary standstill and certain restrictions on sales of its shares of the Company’s common stock.

On August 10, 2022, MSD Partners also agreed to purchase 100,000 Caret units (refer to Note 12) from the Company for an aggregate purchase price of $ 20.0 million (the “MSD Caret Purchase”).

MSD Partners received a credit against their purchase price for Caret units equal to the amount they would have received had they held Caret units at the time of a December 2022 distribution to other Caret unit holders, which was equal to $ 0.6 million.

MSD Partners’ rights and obligations under the purchase agreement were subsequently assigned to certain of its affiliates.

The closing of the MSD Caret Purchase took place in conjunction with the closing of the Merger on March 31, 2023.

Star Holdings was capitalized in part with an 8.0 %, four-year term loan from the Company having an initial principal amount of $ 115.0 million, as well as SOFR plus 3.00 % bank debt with an initial principal balance of $ 140.0

million from Morgan Stanley Bank, N.A.

which is secured by approximately 12.9 million shares of the Company as of December 31, 2024.

Star Holdings was capitalized in part with an 8.0 % , initial four-year term loan from the Company having an initial principal amount of $ 115.0 million.

In connection with the Spin-Off, Safehold Management Services Inc.

(“SpinCo Manager”), a Delaware corporation and a subsidiary of the Company, entered into a management agreement with Star Holdings effective as of March 31, 2023, pursuant to which SpinCo Manager will continue to operate and pursue 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 will pay an annual fee of $ 15.0 million for the term ended March 31, 2025.

The annual fee declines to $ 10.0 million and $ 5.0 million, 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.

(“SpinCo Manager”), a Delaware corporation and a subsidiary of the Company, entered into a management agreement with Star Holdings effective as of March 31, 2023, pursuant to which SpinCo Manager is operating and pursuing the orderly monetization of Star Holding’s assets (refer to Note 15).

Note 2—Basis of Presentation and Principles of Consolidation

22 unchanged sentences

The Company analyzed historical data provided by Trepp (“Trepp”) for single asset borrower loans and considered comparable loan to value ratios, loss rates, timing of losses, vintage, property type and other statistics.

The Company updated its analysis for current market conditions and reasonable and supportable forecasts of unemployment rates to develop an estimate of credit losses.

Beginning in the third quarter of 2024, the Company enhanced its policy to inform credit loss estimates by analyzing historical loss data for high-credit rated long-duration bonds, which the Company believes have similar risk profiles to its Ground Leases, provided by external third parties along with the historical data provided by Trepp.

The Company updates its analysis for current market conditions and reasonable and supportable forecasts of unemployment rates to develop an estimate of credit losses.

The Company also informs credit loss estimates by analyzing historical loss data for high-credit rated long-duration bonds, which the Company believes have similar risk profiles to its Ground Leases, provided by external third parties along with the historical data provided by Trepp.

The Company continues to consider comparable loan to value ratios, loss rates, timing of losses, vintage, property type and other statistics in its estimate of credit losses.

10 unchanged sentences

Purchase price allocation—The Company’s acquisitions of properties are generally accounted for as an acquisition of assets.

For asset acquisitions, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree based on their relative fair values and acquisition-related costs are capitalized and recorded in "Real estate, net," "Real estate-related intangible assets, net" and "Real estate-related intangible liabilities, net" on the Company’s consolidated balance sheets.

capitalized and recorded in "Real estate, net," "Real estate-related intangible assets, net" and "Real estate-related intangible liabilities, net" on the Company’s consolidated balance sheets.

The Company accounts for its acquisition of properties by recording the purchase price of tangible and intangible assets and liabilities acquired based on their relative fair values.

The value of the tangible assets, consisting of land, buildings, building improvements and tenant improvements is determined as if these assets are vacant, using estimated cash flow projections of the properties acquired which incorporate market rent, growth, discount and terminal capitalization rates.

The value of tangible assets, consisting of land, buildings, building improvements and tenant improvements is determined as if these assets are vacant, using estimated cash flow projections of the properties acquired which incorporate market rent, growth, discount and terminal capitalization rates.

Intangible assets may include the value of lease incentive assets, above-market leases, below-market Ground Lease assets and in-place leases, which are each recorded at their relative fair values determined using current market rents and leasing costs as inputs and included in "Real estate-related intangible assets, net" on the Company’s consolidated balance sheets.

3 unchanged sentences

Below-market Ground Lease assets are amortized to real estate expense over the remaining non-cancelable term of the lease.

The Company may also engage in sale/leaseback

transactions whereby the Company executes a net lease with the occupant simultaneously with the purchase of the asset.

The Company may also engage in sale/leaseback transactions whereby the Company executes a net lease with the occupant simultaneously with the purchase of the asset.

These transactions are accounted for as asset acquisitions.

5 unchanged sentences

The Company did not record any impairments for the periods presented.

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 December 31, 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 year ended December 31, 2025, the Company did not reverse any accrued interest on its loans receivable.

Real estate available and held for sale— The Company reports real estate assets to be sold at the lower of their carrying amount or estimated fair value less costs to sell and classifies them as “Real estate available and held for sale” on the Company’s consolidated balance sheets.

17 unchanged sentences

A Ground Lease receivable is placed on non-accrual status if and when it becomes 90-days past due or if the Company considers the Ground Lease receivable impaired.

Loans receivable, net – related party —Loans receivable, net – related party includes the four-year term loan that the Company originated to Star Holdings (refer to Note 6).

Interest Income —Interest income on the Company’s loans receivable (refer to Note 6) and loan receivable-related party (refer to Note 7) 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.

Loans receivable, net – related party —Loans receivable, net – related party includes the term loan that the Company originated to Star Holdings (refer to Note 7).

Loans receivable classified as held-for-investment are reported at their outstanding unpaid principal balance net of any unamortized acquisition premiums or discounts and unamortized deferred loan costs or fees and credit loss allowances.

11 unchanged sentences

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

As of December 31, 2024, the Company did not have any accrued interest outstanding on its loan receivable – related party.

As of December 31, 2023, the Company had $ 0.1 million of accrued interest on its consolidated balance sheet.

As of December 31, 2025 and 2024, the Company did not have any accrued interest outstanding on its loan receivable – related party.

The Company will place its loan 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 recognizes 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 years ended December 31, 2024 and 2023, the Company did not reverse any accrued interest on its loan asset.

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

During the years ended December 31, 2025, 2024 and 2023, the Company did not reverse any accrued interest on its loan assets.

Equity Investments —Equity investments are accounted for pursuant to the equity method of accounting if the Company can significantly influence the operating and financial policies of the investee.

11 unchanged sentences

Operating lease income —Operating lease income includes rent earned from leases of land and buildings owned by the Company to its tenants.

Operating lease income is recognized on the straight-line method of accounting, generally from the later of the date the lessee takes possession of the space and it is ready for its intended use or the date of acquisition of the asset subject to existing leases.

of the asset subject to existing leases.

Accordingly, increases in contractual lease payments are recognized evenly over the term of the lease.

8 unchanged sentences

Management fees —The Company earns management fees through SpinCo Manager’s management agreement with Star Holdings pursuant to which SpinCo Manager operates and pursues the orderly monetization of Star Holding’s assets (refer to Note 15).

Star Holdings paid SpinCo Manager an annual management fee of $ 25.0 million for the term ended March 31, 2024, and will pay an annual fee of $ 15.0 million for the term ended March 31, 2025.

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, 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.

11 unchanged sentences

Diluted earnings per share is calculated similarly, however, it reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.

Deferred expenses and other assets —Deferred expenses and other assets (refer to Note 8) includes operating lease right-of-use assets, purchase deposits, deferred financing fees associated with the Company’s unsecured revolvers (refer to Note 9), derivative assets, deferred costs, leasing costs such as brokerage, legal and other costs which are amortized over the life of the respective leases and presented as an operating activity in the Company’s consolidated statements of cash flows.

Deferred expenses and other assets —Deferred expenses and other assets (refer to Note 9) includes operating lease right-of-use assets, purchase deposits, deferred financing fees associated with the Company’s unsecured revolver (refer to Note 10), derivative assets, deferred costs, leasing costs such as brokerage, legal and other costs which are amortized over the life of the respective leases and presented as an operating activity in the Company’s consolidated statements of cash flows.

Amortization of leasing costs is included in "Depreciation and amortization" in the Company’s consolidated statements of operations.

19 unchanged sentences

The Company has two taxable REIT subsidiaries (“TRS”), one of which was formed during the year ended December 31, 2018 and until the year ended December 31, 2023 had no material activity.

Accordingly, no provision for income taxes was required prior to the year ended December 31, 2023.

The second TRS provides management services to Star Holdings and internally to the REIT.

9 unchanged sentences

(1) During the years ended December 31, 2025, 2024 and 2023, the Company paid $ 1.6 million, $ 3.4 million and $ 5.4 million, respectively, in taxes.

(2) During the year ended December 31, 2025, the Company paid federal income taxes, net of refunds, in the amount of $ 0.3 million and state income taxes, net of refunds in the amount of $ 0.4 million.

State income taxes paid includes $ 0.5 million paid to New York State and New York City and refunds of incomes taxes paid in previous years of $ 0.2 million from Utah.

The Company’s reconciliation of the income tax expense (benefit) if computed at the U.S.

3 unchanged sentences

State income taxes, net of federal benefit

Unrecognized tax benefit limited by section 162(m)

Equity-based compensation and other permanent items

2 unchanged sentences

Miscellaneous

Return to provision

Valuation allowance

Return to (benefit) provision

Increase (decrease) to valuation allowance

Income tax (benefit) expense

(1) The Company did not have any TRS activity during the year ended December 31, 2022.

The Company evaluates whether its deferred tax assets are realizable and recognizes a valuation allowance if, based on the available evidence, both positive and negative, it is more likely than not that some portion or all of its deferred tax assets will not be realized.

4 unchanged sentences

The Company had the following deferred tax assets (liabilities) as of December 31, 2025 and 2024 ($ in thousands):

As of December 31,

December 31, 2025

December 31, 2024

Basis differences

12 unchanged sentences

A VIE is consolidated by the primary beneficiary, which is the party that has the power to direct matters that most significantly impact the activities of the VIE and has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

This overall consolidation

assessment includes a review of, among other factors, which interests create or absorb variability, contractual terms, the key decision-making powers, their impact on the VIE’s economic performance, and related party relationships.

This overall consolidation assessment includes a review of, among other factors, which interests create or absorb variability, contractual terms, the key decision-making powers, their impact on the VIE’s economic performance, and related party relationships.

Where qualitative assessment is not conclusive, the Company performs a quantitative analysis.

The Company reassesses its evaluation of the primary beneficiary of a VIE on an ongoing basis and assesses its evaluation of an entity as a VIE upon certain reconsideration events.

The Company reassesses its

evaluation of the primary beneficiary of a VIE on an ongoing basis and assesses its evaluation of an entity as a VIE upon certain reconsideration events.

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.

10 unchanged sentences

Ground Lease receivables (1)

Loans receivable, net (1)

Loans receivable, net - related party (1)

3 unchanged sentences

Total debt obligations, net

(1) The fair value of the Company’s net investment in sales-type leases, Ground Lease receivables and loans receivable, net – related party are classified as Level 3 within the fair value hierarchy .

(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 (refer to Note 12) for $ 19.0 million to third-party investors and received a commitment from an existing shareholder (which is 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).

Redeemable Noncontrolling Interests —In February 2022, the Company sold 108,571 Caret units (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 former 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.

4 unchanged sentences

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.

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.

10 unchanged sentences

I n a business combination, the difference, if any, between the purchase consideration and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain.

During the three months ended September 30, 2023, the Company experienced a precipitous and sustained decline in the price per share of its common stock, which it identified as an indicator of goodwill impairment.

As a result, the Company performed an interim goodwill evaluation.

At that time, the Company determined that its current operations are carried out through a single reporting unit with a carrying value of approximately $ 2.4 billion.

The estimated fair value of the Company was determined to be the Company’s market capitalization adjusted for a control premium estimated by the Company representing an amount a market participant would pay to obtain a controlling interest in the Company.

The Company determined that its carrying value exceeded its estimated fair value and therefore recorded an impairment of goodwill.

The Company recorded a $ 145.4 million full impairment of the goodwill recognized as a result of the Merger, which is recorded as a non-cash charge in “Impairment of goodwill” in the Company’s consolidated statements of operations.

Goodwill did not have any tax impact on the Company’s financial statements.

Fair values are based on available information including discounted cash flow analysis or similar fair value models.

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As lessee, above-market operating lease intangibles and below-market lease assets are each recorded at their fair values and included in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets.

The table below shows the Company’s purchase consideration for the acquisition of iStar ($ in thousands):

Total Company shares as purchase price (1)

Stock price of the Company’s common stock (2)

Fair value of the Company's stock transferred

Cash consideration paid by the Company to iStar

Purchase consideration

(1) The total post-Merger shares of the Company to be held by iStar shareholders includes 12.7 million shares that were issued as consideration for the investment in Old SAFE previously held by iStar as of March 30, 2023 that were retired in connection with the Merger.

Accordingly, these shares are excluded from the purchase consideration as they are reflected as a treasury stock repurchase and retirement by Old SAFE.

(2) Based on the closing price of Old SAFE’s common stock as of March 30, 2023, representing the final closing price prior to the effective time of the Merger.

The Merger was accounted for as a business combination pursuant to ASC 805 and all Merger related costs were expensed as incurred.

The Company recorded $ 18.9 million of Merger expenses during the year ended December 31, 2023, of which $ 14.1 million was recorded in “Other expense” and $ 4.8 million was recorded in “General and administrative” in the Company’s consolidated statements of operations.

During the year ended December 31, 2023, the Company also recorded $ 0.9 million of related non-recurring charges in “Other expense” and a provision for credit losses of $ 2.3 million on the Secured Term Loan Facility (refer to Note 6) which was originated at the time of the Merger in conjunction with the Spin-Off.

During the year ended December 31, 2022, the Company recorded $ 7.7 million of Merger expenses and $ 2.1 million of related non-recurring charges, both of which are recorded in “Other expense” in the Company’s consolidated statements of operations.

Excluding $ 3.0 million of related non-recurring charges and the $ 2.3 million provision for credit losses on the Secured Term Loan Facility, the Company has incurred $ 26.6 million of Merger expenses.

The following table sets forth the preliminary allocation as of March 31, 2023 of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed, recognized as a result of the acquisition described in Note 1 above, measurement period adjustments and a final allocation of the purchase consideration ($ in thousands):

Purchase Price

Cash and cash equivalents

Equity investments (1)

Deferred tax asset (2)

Deferred expenses and other assets (2)(3)

Total assets acquired

Accounts payable, accrued expenses and other liabilities (2)(4)

Debt obligations (5)

Total liabilities assumed

Net identifiable (liabilities assumed) assets acquired

Purchase consideration

net identifiable liabilities assumed

(1) Equity investments were valued using discount rates between 7.2 % and 13.9 % and are classified as Level 3 within the fair value hierarchy.

(2) During the three months ended June 30, 2023, the Company recorded a deferred tax asset in the amount of $ 6.3 million, net of a valuation allowance in the amount of $ 2.8 million, and reduced goodwill by $ 6.3 million.

The net deferred tax asset relates to net operating loss carryovers to which the Company’s taxable REIT subsidiary is a successor and were finalized upon filing tax returns subsequent to the Merger for periods prior to the Merger.

During the three months ended September 30, 2023, the Company recognized $ 6.5 million of deferred expenses and other assets related to final state tax receivables and $ 2.3 million in accounts payable, accrued expenses and other liabilities as a result of finalizing its tax returns which produced additional information not available at the time of the Merger.

The following table presents a rollforward of the Company’s goodwill:

Balance at December 31, 2022

Goodwill recognized at Merger

Reduction to goodwill resulting from measurement period adjustments

Balance at December 31, 2023

(3) Deferred expenses and other assets includes $ 11.0 million attributable to operating lease right of use assets , $ 4.7 million attributable to prepaid expenses resulting from the settlement of iStar’s compensation plans, $ 2.1 million attributable to in-place prepaid contracts, $ 1.3 million attributable to office furniture and equipment and $ 6.3 million attributable to other receivables.

(4) Accounts payable, accrued expenses and other liabilities primarily includes a $ 14.2 million operating lease liability .

In addition, under the Merger Agreement, iStar was required to fund its share of merger-related costs and to provide sufficient cash to fund any unresolved corporate obligations and accrued liabilities or costs yet-to-be incurred prior to the Merger.

Accounts payable, accrued expenses and other liabilities includes approximately $ 8.7 million of obligations assumed from iStar, which are offset with corresponding amounts in cash and cash equivalents and amounts receivable in deferred expenses and other assets, net sufficient to settle such obligations.

(5) Debt obligations were valued using a discount rate of 6.7 % and are classified as Level 3 within the fair value hierarchy.

(6) Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized after the completion of the Merger.

The following table summarizes the Company's pro forma revenues and net income (loss) for the years ended December 31, 2023 and 2022 as if the Merger described in Note 1 was completed on January 1, 2022 ($ in thousands):

For the Years Ended December 31,

Pro forma revenues

Pro forma net income (loss)

The pro forma revenues and net income (loss) are presented for informational purposes only and may not be indicative of what the actual results of operations of the Company would have been assuming the transaction occurred on January 1, 2022, nor do they purport to represent the Company’s results of operations for future periods.

For the year ended December 31, 2022, pro forma net loss includes $ 47.7 million of merger expenses (including $ 20.3 million of merger expenses borne by iStar), which are non-recurring in nature.

For the year ended December 31, 2022, pro forma net loss includes $ 171.9 million of losses on extinguishment of debt, which are non-recurring in nature.

From the date of the Merger closing through December 31, 2023, $ 1.0 million of total revenues and $ 7.1 million of net income of the acquiree are included in the Company’s consolidated statements of operations.

Goodwill — Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired (or liabilities assumed) and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized from the Merger.

Goodwill is not subject to amortization but is tested annually for impairment or more frequently should potential triggering events be identified that may indicate potential impairment, such as when a company’s fair value, or the estimated fair value of a reporting unit of a company, is below its book value.

As a result, the Company performed an interim goodwill evaluation.

At that time, the Company determined that its current operations are carried out through a single reporting unit with a carrying value of approximately $ 2.4 billion.

The Company determined that its carrying value exceeded its estimated fair value and therefore recorded an impairment of goodwill.

Goodwill did not have any tax impact on the Company’s financial statements.

New Accounting Pronouncements — In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires greater disaggregation of information in the rate reconciliation, income taxes paid disaggregated by jurisdiction and certain other amendments to improve income tax disclosures.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating ASU 2023-09 but does not expect this standard to have a material impact on its consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement (“ASU 2023-05”).

ASU 2023-05 requires a joint venture to initially measure all contributions received upon its formation at fair value and is effective for all joint venture entities with a formation date on or after January 1, 2025.

ASU 2023-05 is to be applied on a prospective basis, while retrospective application can be elected for joint ventures formed before the effective date.

The Company is currently evaluating ASU 2023-05 but does not expect this standard to have a material impact on its consolidated financial statements.

Note 4—Net Investment in Sales-type Leases and Ground Lease Receivables

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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 September 2022, the Company sold a Ground Lease to a third-party for $ 136.0 million and recognized a gain of $ 55.8 million in “Gain on sale of Ground Leases” in the Company’s consolidated statements of operations for the year ended December 31, 2022.

$ 9.5 million of the gain was attributable to noncontrolling interests, of which $ 0.7 million was attributable to redeemable noncontrolling interests.

In December 2022, $ 8.5 million of proceeds from this transaction were distributed to noncontrolling interests inclusive of the portion distributed to redeemable noncontrolling interests.

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.

In May 2023, the Company entered into a joint venture with a sovereign wealth fund, which was and 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.

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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’s joint venture partners’ interest was recorded in “Noncontrolling interests” on the Company’s consolidated balance sheet as of December 31, 2023.

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.

On August 30, 2024, the Company acquired its partners’ share of the Ground Leases 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.

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.

The partner's participation right in certain qualifying Ground Lease investment opportunities expired on September 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 venture remains in place, and the partner's participation right in certain qualifying Ground Lease investment opportunities expired on September 30, 2024.

In November 2023, the Company sold a Ground Lease to a third-party for $ 4.2 million and recognized a gain of $ 0.4 million in “Gain on sale of Ground Leases” in the Company’s consolidated statements of operations for the year ended December 31, 2023.

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Allowance for credit losses at beginning of period

Provision for (recovery of) credit losses (1)

Allowance for credit losses at end of period (2)

Year Ended December 31, 2023

Allowance for credit losses at beginning of period

Impact from adoption of new accounting standard (refer to Note 3) (3)

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Allowance for credit losses at beginning of period

Provision for (recovery of) credit losses (1)

Allowance for credit losses at end of period (2)

Year Ended December 31, 2023

Allowance for credit losses at beginning of period

Impact from adoption of new accounting standard (refer to Note 3) (3)

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Allowance for credit losses at end of period (2)

(1) The provision for credit losses for the year ended December 31, 2024 was due primarily to enhancements to the Company’s general provision for credit loss methodology (refer to Note 3), current market conditions and growth in the portfolio during the period.

(1) The provision for credit losses for the year ended December 31, 2025 was due primarily to growth in the portfolio during the period.

The provision for credit losses for the year ended December 31, 2024 was due primarily to enhancements to the Company’s general provision for credit loss methodology in the third quarter of 2024 (refer to Note 3), current market conditions and growth in the portfolio during the period.

During the year ended December 31, 2023, the Company recorded a provision for credit losses on net investment in sales-type leases and Ground Lease receivables of $ 0.1 million and $ 0.2 million, respectively.

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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 December 31, 2025, are as follows by year ($ in thousands):

(1) The tenant under a master lease relating to five hotel assets elected to extend the leases underlying three of the five hotels past the initial lease maturity of December 2025.

(1) The tenant under the Park Hotels master lease elected to extend the leases underlying three of the five hotels past the initial lease maturity of December 2025.

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 December 31, 2025, the Company had four senior mortgages with an aggregate outstanding principal balance of $ 46.0 million and an aggregate carrying value of $ 46.1 million.

The Company’s four leasehold loans have initial maturities that range from May 2028 to December 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 6.17 %, assuming a SOFR rate of 3.69 % as of December 31, 2025 for the Company’s three 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 December 31, 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 year ended December 31, 2025, the Company recorded a provision for credit losses (refer to Note 3) of $ 1.4 million on its leasehold loans, including $ 1.1 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 year ended December 31 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 December 31, 2025, the Company had $ 137.7 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, 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 years ended December 31, 2024 and 2023, the Company recorded $ 9.5 million and $ 7.1 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income – related party” in the Company’s consolidated statements of operations.

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 years ended December 31, 2025, 2024 and 2023, the Company recorded $ 9.4 million, $ 9.5 million and $ 7.1 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income – related party” in the Company’s consolidated statements of operations.

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

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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.

The Star Holdings Term Loan Facility has a maturity date of March 31, 2027.

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 the quarter that is nine months after closing, within five business days after Star Holdings has delivered its unaudited quarterly financial statements, Star Holdings will apply any unrestricted cash on its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $ 50 million, to prepay its 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 and 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.

Since the first quarter of 2024, within five business days after Star Holdings has delivered its unaudited quarterly financial statements, Star Holdings has been required to apply any unrestricted cash on its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $ 50 million, to prepay the Star Holdings Term Loan Facility or alternatively, with the consent of the Company, Star Holdings may apply such cash to prepay its margin loan facility with Morgan Stanley Bank, N.A., which is secured by Star Holdings’ shares of the Company’s

common stock, in lieu of any prepayment of the Star Holdings Term Loan Facility.

The operating reserve is calculated on a quarterly basis 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 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 years ended December 31, 2024 and 2023, the Company recorded a recovery of credit losses of $ 0.1 million and a provision for credit losses of $ 2.4 million, respectively, on the Star Holdings Term Loan Facility which was originated at the time of the Merger in conjunction with the Spin-Off.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded a provision for (recovery of) credit losses of ($ 0.1 ) million, ($ 0.1 ) million and $ 2.4 million, respectively, on the Star Holdings Term Loan Facility which was originated at the time of the Merger in conjunction with the Spin-Off.

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 (losses) from

Earnings from

Carrying Value

Equity Method Investments (1)

For the Year Ended

For The Years Ended

Equity investment

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Leasehold Loan Fund (2)

(1) As of December 31, 2024, the Company has a basis difference of $ 19.4 million in the Ground Lease Plus Fund that will be amortized over a weighted average remaining term of 105.6 years using the effective interest method.

During the years ended December 31, 2024 and 2023, ($ 0.1 ) million and $ 2.4 million, respectively, of the basis difference was amortized as a (decrease) increase to earnings from equity method investments.

(1) As of December 31, 2025, the Company has a basis difference of $ 12.4 million in the Ground Lease Plus Fund.

During the years ended December 31, 2025, 2024 and 2023, $ 7.0 million, ($ 0.1 ) million and $ 2.4 million, respectively, of the basis difference was recognized as an increase (decrease) to earnings from equity method investments.

(2) As of December 31, 2025, the Company has a basis difference of $ 2.7 million in the Leasehold Loan Fund that will be amortized over a weighted average remaining term of 0.5 years using the effective interest method.

During the years ended December 31, 2024 and 2023, $ 4.8 million and $ 3.0 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.

During the years ended December 31, 2025, 2024 and 2023, $ 3.8 million, $ 4.8 million and $ 3.0 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 was and 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.

iStar was the manager prior to the Merger.

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 —In connection with Merger, the Company acquired from iStar an investment fund that iStar managed 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”).

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.

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

In November 2021, iStar acquired land for $ 33.3 million and simultaneously structured and entered into a Ground Lease on which a multi-family project will be constructed (refer also to Note 14).

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 (refer also to Note 15).

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

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

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 if 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).

In June 2021, the Company entered into two agreements (refer to Note 14) pursuant to each of which it agreed to acquire land and a related Ground Lease originated by iStar when certain construction related conditions are met by a specified time period.

In January 2022, iStar sold the two Ground Leases to the Ground Lease Plus Fund, which remain subject to the June 2021 agreement with the Company, and recognized an aggregate $ 0.5 million of gains on the sale.

Leasehold Loan Fund —In connection with the Merger, the Company acquired from iStar an investment fund that iStar managed that targets customers that may require a mortgage leasehold loan as well as a Ground Lease (the “Leasehold

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.

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The Company is also entitled to a promote payment on certain investments in the Leasehold Loan Fund.

In March 2021, iStar acquired land and simultaneously structured and entered into with the seller a Ground Lease on which a multi-family project was to be constructed.

iStar also committed to provide a $ 75.0 million construction loan to the Ground Lease tenant.

In September 2021, the construction loan commitment was transferred to the Leasehold Loan Fund.

The construction loan was repaid in full in April 2024.

The Leasehold Loan Fund funded $ 69.4 million of the commitment prior to its repayment.

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 December 31, 2025, the Leasehold Loan Fund funded $ 19.9 million of the commitment.

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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 December 31, 2025, the Leasehold Loan Fund funded $ 44.5 million of the commitment.

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

As of December 31, 2024, the Leasehold Loan Fund has not funded any of the commitment.

As of December 31, 2025, the Leasehold Loan Fund funded $ 20.4 million of the commitment.

Summarized investee financial information — The following table presents the investee level summarized financial information of the Company’s equity method investments as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 ($ in thousands):

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Deferred expenses and other assets, net

(1) Operating lease right-of-use asset (and operating lease liability below) relates to a property that is majority-owned by a third party and is ground leased to the Company.

(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;

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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 % .

T he Company also has operating leases for office space that it assumed from iStar in connection with the Merger (refer to Note 10).

T he Company also has operating leases for office space.

(2) Accumulated amortization of deferred finance costs was $ 8.4 million and $ 3.5 million as of December 31, 2025 and 2024, respectively.

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Secured credit financing:

April 2027 to November 2069

August 2027 to November 2069

Total secured credit financing (3)

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2024 Unsecured Revolver

Adjusted SOFR

2021 Unsecured Revolver

Adjusted SOFR

2025 Unsecured Term Loan

November 2030

Trust preferred securities

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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 December 31, 2024, 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 6), unsecured senior notes and trust preferred securities were 4.18 % and 3.80 % , respectively.

As of December 31, 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, 2025 Unsecured Term Loan and trust preferred securities were 4.26 % and 3.91 % , respectively.

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

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

As of December 31, 2024, the Company’s mortgages are full term interest only, bear interest at a weighted average interest rate of 3.99 % and have maturities between April 2027 and November 2069.

As of December 31, 2025, the Company’s mortgages are full term interest only, bear interest at a weighted average interest rate of 4.03 % and have maturities between August 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 $ 2.2 million of costs in connection with the defeasance which is recognized in “Loss on early extinguishment of debt” in the Company’s consolidated statement of operations.

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

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

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.

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

The 2024 Unsecured Revolver has an extended maturity date of May 1, 2029, inclusive of 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.

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The 2024 Unsecured Revolver replaced the 2023 Unsecured Revolver.

2025 Unsecured Term Loan —In November 2025, the Company entered into a $ 400.0 million unsecured term loan (the “2025 Unsecured Term Loan”).

The 2025 Unsecured Term Loan has an extended maturity date of November 15, 2030, inclusive of two one-year extension options.

The 2025 Unsecured Term Loan has a borrowing rate of SOFR plus 0.90 % , subject to the Company’s credit ratings.

The 2025 Unsecured Term Loan also includes an accordion feature to increase the loan up to a maximum amount of $ 600.0 million, subject to certain conditions.

Trust Preferred Securities —The Company assumed trust preferred securities from iStar in connection with the Merger.

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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.

Debt Covenants —The Company is subject to financial covenants under the 2024 Unsecured Revolver and the 2025 Unsecured Term Loan, including maintaining:

(i) a ratio of total unencumbered assets to total unsecured debt of at

least 1.25 x;

(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 and 2025 Unsecured Term Loan, as applicable;

and (iii) limiting the incurrence of any secured debt that would cause the Company’s secured debt to total assets ratio to exceed 50 %.

In addition, the 2024 Unsecured Revolver and 2025 Unsecured Term Loan contain 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.

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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 %.

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 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.

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(1) As of December 31, 2025, the Company’s weighted average maturity for its secured mortgages was 29.8 years.

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

Note 11—Commitments and Contingencies

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For operating leases, lease liabilities were discounted at the Company’s weighted average incremental secured borrowing rate for similar collateral estimated to be 5.5 % and the weighted average remaining lease term is 17.0 years.

The Company assumed its operating leases from iStar in connection with the Merger and therefore did not directly make any payments under its operating leases for the three months ended March 31, 2023 or the year ended December 31, 2022.

During the year ended December 31, 2024 and the nine months ended December 31, 2023, the Company made payments of $ 5.7 million and $ 4.3 million, respectively, related to its operating leases.

During the years ended December 31, 2025 and 2024 and the nine months ended December 31, 2023, the Company made payments of $ 5.7 million, $ 5.7 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 December 31, 2025, the Company had $ 142.3 million of such commitments, excluding commitments to be funded by noncontrolling interests.

The Company also has unfunded forward commitments related to agreements that it entered into for the acquisition of new Ground Leases or additions to existing Ground Leases if certain conditions are met (refer to Note 14).

These commitments may also include leasehold improvement allowances that will be funded to the Ground Lease tenants when certain conditions are met.

As of December 31, 2024, the Company had an aggregate $ 150.3 million of such

There can be no assurance that the conditions to closing for these transactions will be satisfied and that the Company will acquire the Ground Leases or fund the leasehold improvement allowances .

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

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.

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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.

On October 22, 2025, the Company sent the tenant under the Park Hotels master lease (“Park Tenant”) a termination notice for all five hotels and commenced litigation against the Park 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.

The litigation is captioned In re Park Hotels Litigation, C.A.

2025-1210-LWW, pending in the Delaware Court of Chancery.

The Park Tenant has disputed the Company’s right to terminate the lease, and that issue, among others, is subject to the litigation, which includes counterclaims filed by the Park Tenant.

Although the Company believes its claims are meritorious, there are no assurances that it will prevail in its litigation.

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 other pending legal proceeding that would have a material adverse effect on the Company’s consolidated financial statements.

Note 12—Risk Management and Derivatives

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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.

inflows and outflows of the derivative are considered cash flows from financing activities in the Company’s consolidated statements of cash flows.

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.

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Deferred expenses and other assets, net

Interest rate swaps

Accounts payable, accrued expenses and other liabilities

(1) As of December 31, 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 two designated derivatives outstanding that protect the Company against interest rate volatility with respect to long-term debt to be placed in the future, which have an aggregate $ 250.0 million notional amount and mature in December 2025.

These designated hedges protect the Company against interest rate volatility with respect to future debt with a tenor of approximately 30 years .

During the years ended December 31, 2024, 2023 and 2022, the Company recorded $ 56.3 million, $ 13.6 million and $ 40.4 million, respectively, of unrealized gains in accumulated other comprehensive income (loss).

The Company also has a designated derivative outstanding with a $ 150.0 million notional amount that matures in June 2026 that protects the Company against interest rate volatility with respect to future long-term debt with a tenor of approximately 30 years .

(2) 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.

Over the next 12 months, the Company expects that $ 0.9 million related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" as a decrease to interest expense.

Over the next 12 months, the Company expects that $ 2.7 million related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" as an increase to interest expense.

(3) During the years ended December 31, 2025, 2024 and 2023, the Company received $ 13.1 million, $ 32.1 million and $ 11.4 million, respectively, in settlement of certain interest rate hedges.

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Interest expense

Interest rate swaps (1)

For the Year Ended December 31, 2023

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Interest expense

Interest rate swaps (1)

(1) For the year ended December 31, 2023, $ 15.2 million was reclassified to “Other income” in the Company’s consolidated statements of operations due to a hedge forecasted for permanent debt that did not occur.

Note 13—Equity

Common Stock —At the effective time of the Merger on March 31, 2023, each share of Old SAFE common stock issued and outstanding immediately prior to the effective time (other than any shares owned directly by iStar or any of the wholly-owned subsidiaries of iStar and in each case not held on behalf of third parties) was converted into the right to receive one share of newly issued common stock of the Company.

As of December 31, 2024, the Company has one class of common stock outstanding.

Common Stock —As of December 31, 2025, the Company has one class of common stock outstanding.

In April 2023, the Company filed with the U.S.

Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR.

In addition, 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, $ 0.01 par value per share (“Common Stock”), having an aggregate gross sales price of up to $ 300.0 million (the “Primary Shares”) through or to the sales agents.

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

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

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 Common Stock, capital needs and determinations by the Company of the appropriate sources of its funding.

Through December 31, 2024, the Company has not sold any shares of its common stock through the Primary Sales Agreement.

In August 2023, the Company sold 6,500,000 shares of its common stock in an underwritten public offering for gross proceeds of $ 139.1 million.

The Company’s Chief Executive Officer purchased $ 1.4 million in shares, or 65,420 shares, from the underwriters in the offering.

The underwriters received the same underwriting discount with respect to these shares as they did from other shares of common stock sold to the public in the underwritten offering.

Concurrently with the public offering, the Company sold $ 12.8 million in shares, or 599,983 shares, of its common stock to affiliates of MSD Partners in a private placement.

The Company incurred a total of approximately $ 6.6 million of offering costs in connection with these transactions which were recorded as a reduction to additional paid-in capital.

Equity Plans —Old SAFE adopted an equity incentive plan to provide equity incentive opportunities to members of the Former Manager’s management team and employees who performed services for Old SAFE, Old SAFE’s non-management directors, advisers, consultants and other personnel (the “2017 Equity Incentive Plan”).

The 2017 Equity Incentive Plan provided for grants of stock options, shares of restricted common stock, phantom shares, dividend equivalent rights and other equity-based awards, including long-term incentive plan units.

Grants under the 2017 Equity Incentive Plan were recognized as compensation costs ratably over the applicable vesting period and recorded in “General and administrative” in the Company’s consolidated statements of operations.

Prior to the effective time of the Merger, Old

SAFE awarded all shares of Old SAFE common stock remaining available for issuance under the 2017 Equity Incentive Plan to members of its Former Manager’s management team and employees who performed services for Old SAFE.

As of December 31, 2024, there were no shares available for issuance for future awards under Old SAFE’s 2017 Equity Incentive Plan.

iStar’s amended and restated 2009 Long-Term Incentive Program (the “LTIP”) was approved by stockholders in 2021 and remained in effect after the closing of the Merger.

The LTIP is designed to provide incentive compensation for officers, key employees, directors and advisors of the Company.

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 December 31, 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 December 31, 2025, the Company had no t repurchased any of its outstanding common stock pursuant to its share repurchase program.

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.

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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 March 2023, the Company granted awards to employees with an aggregate grant date fair value of $ 25.0 million, or $ 28.89 per share.

In June 2023, the Company issued an aggregate 24,336 vested shares of its common stock with a grant date fair value of $ 23.58 per share to its directors in consideration for their annual service as directors.

On June 20, 2023, the LTIP was further amended to, among other things, increase the aggregate number of shares of common stock available for issuance.

In May 2024, the Company issued an aggregate 32,300 shares of its common stock with a grant date fair value of $ 20.78 per share to its directors that vest after one year in consideration for their annual service as directors.

In addition, in May 2024, the Company’s shareholders approved an increase to the LTIP of 1,000,000 shares.

As of December 31, 2024, an aggregate of 1,055,711 shares of the Company’s common stock remain available for awards under the LTIP.

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 December 31, 2025, an aggregate of 761,653 shares of the Company’s common stock remains available for issuance under the LTIP.

Changes in non-vested restricted stock units during the year ended December 31, 2025 were as follows (number of shares and $ in thousands, except per share amounts):

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Nonvested at end of period

(1) The Company also granted 441,233 shares of common stock to certain employees under the LTIP as part of annual incentive awards that included a mix of cash and equity awards.

(1) The Company granted 349,676 shares of common stock to certain employees under the LTIP as part of annual incentive awards that included a mix of cash and equity awards.

The weighted average grant date fair value per share of these share awards was $ 18.66 and the total fair value was $ 6.5 million.

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As of December 31, 2025, there was $ 10.3 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 3.41 years.

Caret Performance Incentive Plan — During the third quarter of 2018, Old SAFE adopted, and in the second quarter of 2019, its stockholders approved, the Caret Performance Incentive Plan (the “Original Caret Performance Incentive Plan”).

Caret Performance Incentive Plan —During the third quarter of 2018, Old SAFE adopted, and in the second quarter of 2019, its stockholders approved, the Caret Performance Incentive Plan (the “Original Caret Performance

Incentive Plan”).

Under the Original Caret Performance Incentive Plan, 1,500,000 Caret units were reserved for grants of performance-based awards to Original Caret Performance Incentive Plan participants, including certain of executives of iStar, and Old SAFE’s directors and service providers.

Grants under the Original Caret Performance Incentive Plan were subject to vesting based on time-based service conditions and hurdles relating to Old SAFE’s common stock price, all of which have been satisfied.

In connection with the Merger, certain of Old SAFE’s former executive officers, entered into re-vesting agreements pursuant to which the executives agreed to subject 25 % of their previously vested Caret units to additional vesting conditions which will be satisfied on the second anniversary of the Merger, subject to the applicable executive’s continued employment through such date.

In the event of a termination of the executive’s employment by the

Company without “cause”, or due to the executive’s death, disability or retirement, the unvested Caret units shall continue to vest as and when the vesting conditions described above are satisfied.

In connection with the Merger, certain of Old SAFE’s former executive officers, entered into re-vesting agreements pursuant to which the executives agreed to subject 25 % of their previously vested Caret units to additional time vesting conditions, which have also been satisfied.

In connection with the consummation of the Merger and the Caret Restructuring, Old SAFE, Caret Ventures and CARET Management Holdings LLC assigned each Award Agreement (as defined in the Original Caret Performance Incentive Plan) relating to outstanding Caret unit awards to Portfolio Holdings pursuant to the Omnibus Assignment, Assumption and Amendment Agreement, dated as of March 31, 2023 (the “Caret Assignment Agreement”).

Following the effectiveness of the Caret Assignment Agreement, Old SAFE amended and restated the Original Caret Performance Incentive Plan (the “Amended Caret Performance Incentive Plan”).

Prior to the Merger, the Old SAFE compensation committee, and following the Merger, the Company’s compensation committee, approved the award of 76,801 new Caret units with an estimated grant date fair value of $ 8.1 million to executive officers and other employees, other than the Company’s Chief Executive Officer and the Company’s President and Chief Investment Officer, including 15,000 Caret units to the Company’s Chief Financial Officer.

The new Caret unit awards were granted immediately following the Merger and the effectiveness of the Amended Caret Performance Incentive Plan, and cliff vest on the fourth anniversary of their grant date 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 during that four-year period.

As of December 31, 2024, there was $ 3.1 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 2.25 years.

Prior to the Merger, the Old SAFE compensation committee, and following the Merger, the Company’s compensation committee, approved the award of 76,801 new Caret units with an estimated grant date fair value of $ 8.1 million to executive officers and other employees, other than the Company’s Chief Executive Officer and the Company’s then President and Chief Investment Officer, including 15,000 Caret units to the Company’s Chief Financial Officer.

The new Caret unit awards were granted immediately following the Merger and the effectiveness of the Amended Caret Performance Incentive Plan, and cliff vest 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 during that four-year period.

In December 2025, the Company granted 50,000 Caret units to one employee that will vest pro rata annually over a five-year period, subject to continued employment and service conditions.

As of December 31, 2025, there was $ 5.9 million of total unrecognized compensation cost related to all unvested Caret units that is expected to be recognized over a weighted average remaining vesting/service period of 2.07 years.

As of December 31, 2025, and after giving effect to the Caret Restructuring and the post-Merger Caret unit awards, Amended Caret Performance Incentive Plan participants held 1,421,004 Caret units, representing 14.9 % of the then-outstanding Caret units and 11.9 % of the then-authorized Caret units.

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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.

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.

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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 (refer to Note 1) or have been granted to employees.

See also “ Redeemable Noncontrolling Interests” in Note 3.

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During the year ended December 31, 2025, the Company declared cash dividends on its common stock of $ 51.2 million, or $ 0.708 per share.

Dividends paid in 2025 consisted of 14.321 % of ordinary dividend income, 52.965 % of capital gain income and 32.714 % of return of capital for tax reporting purposes.

The ordinary dividends consist of 88.031 % qualified dividends and 11.969 % of qualified section 199A dividends.

During the year ended December 31, 2024, the Company declared cash dividends on its common stock of $ 50.9 million, or $ 0.708 per share.

Dividends paid in 2024 consisted of 4.795 % of qualified dividend income and 95.205 % of return of capital for tax reporting purposes.

During the year ended

December 31, 2023, the Company declared cash dividends on its common stock of $ 48.0 million, or $ 0.708 per share.

Dividends paid in 2023 were a return of capital for tax reporting purposes.

During the year ended December 31, 2023, the Company declared cash dividends on its common stock of $ 48.0 million, or $ 0.708 per share.

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For the year ended December 31, 2023, 31,557 of the Company’s restricted stock awards were antidilutive due to the Company having a net loss for the period.

For the year ended December 31, 2022, weighted average shares outstanding and earnings per share have been recast in accordance with ASC 805 to reflect the exchange ratio used in the reverse acquisition.

Note 15—Related Party Transactions

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Management Agreement

A summary of the terms of the management agreement with iStar prior to the Merger is below:

SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc.

Management Fee

Annual fee of 1.00 % of total equity (up to $ 1.5 billion)

Annual fee of 1.25 % of total equity (for incremental equity of $ 1.5 billion to $ 3.0 billion)

Annual fee of 1.375 % of total equity (for incremental equity of $ 3.0 billion to $ 5.0 billion) and

Annual fee of 1.50 % of total equity (for incremental equity over $ 5.0 billion)

Management Fee Consideration

At the discretion of the Company’s independent directors, payment will be made in cash or in shares of the Company’s common stock (valued at the greater of:

(i) the volume weighted average market price during a specified pricing period;

or (ii) the initial public offering price of $ 20.00 per share)

Restriction from selling common stock received for management fees for two years from the date of such issuance (restriction will terminate in the event of and effective with the termination of the management agreement)

Incentive Fee

Non-terminable through June 30, 2023, except for cause.

Automatic annual renewals thereafter, subject to non-renewal upon certain findings by the Company’s independent directors and payment of termination fee.

Termination Fee

3 x prior year’s management fee

During the years ended December 31, 2023 and 2022, the Company recorded $ 5.2 million and $ 20.3 million, respectively, in management fees to the Former Manager.

The Company was managed by iStar pursuant to a management agreement prior to the Merger in March 2023.

During the year ended December 31, 2023, the Company recorded $ 5.2 million in management fees to the Former

These management fees are recorded in "General and administrative" in the Company’s consolidated statements of operations.

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The Company paid, or reimbursed iStar for, certain of the Company’s operating expenses as well as the costs of personnel performing certain legal, accounting, finance, due diligence tasks and other services, in each case except those specifically required to be borne or elected not to be charged by iStar under the management agreement.

During the years ended December 31, 2023 and 2022, the Company was allocated $ 3.1 million and $ 12.5 million, respectively, in expenses from iStar.

During the year ended December 31, 2023, the Company was allocated $ 3.1 million in expenses from iStar.

These expenses are recorded in "General and administrative" in the Company’s consolidated statements of operations.

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These transactions were approved by the Company’s independent directors in accordance with the Company’s policy with respect to related party transactions.

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.

This preferred equity position is intended to fund any operating cash flow deficits and leasing capital necessary at the property as our tenant explores potential re-leasing or a leasehold sale.

In-place cash flows at the property covered ground rent through December 31, 2024, though a semi-annual property tax payment made in September 2024 produced a shortfall, which resulted in a $ 1.5 million funding.

During the year ended December 31, 2024, the Company funded $ 1.5 million of

the commitment which is included in “Deferred expenses and other assets” on the Company’s consolidated balance sheet as of December 31, 2024.

In addition, the Company has recognized $ 6.7 million of interest income from sales-type leases from the Ground Lease in its consolidated statements of operations for the year ended December 31, 2024.

In November 2021, the Company entered into an agreement pursuant to which it agreed to acquire land and a related Ground Lease originated by iStar when certain construction related conditions are met by a specified time period.

The purchase price to be paid is $ 33.3 million, plus an amount necessary for iStar to achieve the greater of a 1.25 x multiple or a 12 % return on its investment.

In December 2021, iStar contributed the Ground Lease to the Ground Lease Plus Fund (refer to Note 7).

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 independent directors) has a noncontrolling interest in the Ground Lease Plus Fund.

The terms of the Company’s commitment under the agreement did not change upon iStar’s contribution of the Ground Lease to the Ground Lease Plus Fund.

In January 2024, the Company acquired the Ground Lease from the Ground Lease Plus Fund for $ 38.3 million.

In April 2024, the Company entered into a discretionary commitment to fund up to $ 9.0 million of preferred equity in an entity that owned 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, 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 $ 6.9 million of interest income from sales-type leases from the Ground Lease in its consolidated statements of operations for the year ended December 31, 2025.

The Company has a noncontrolling interest in the Ground Lease Plus Fund and an affiliate of an existing shareholder (which was 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 if 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.

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As of December 31, 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.

In June 2021, the Company acquired from iStar a purchase option agreement for $ 1.2 million, which amount was equal to the deposit previously made by iStar under such option agreement plus assumption of iStar’s out of pocket costs and expenses in connection with entering into such option agreement.

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The loss is recorded in “Other expense” in the Company’s consolidated statements of operations.

In June 2021, the Company entered into two agreements pursuant to each of which it agreed to acquire land and a related Ground Lease originated by iStar when certain construction related conditions are met by a specified time period.

The purchase price to be paid for each is $ 42.0 million, plus an amount necessary for iStar to achieve the greater of a 1.25 x multiple and a 9 % return on its investment.

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

In January 2022, iStar sold the Ground Leases to the Ground Lease Plus Fund in which the Company owns a noncontrolling interest and an existing shareholder (which is affiliated with one of the Company’s independent directors) owns a noncontrolling interest.

One of the agreements expired in June 2024.

There can be no assurance that the conditions to closing will be satisfied and that the Company will acquire the other property and Ground Lease from the Ground Lease Plus Fund.

In February 2022, Old SAFE 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 is affiliated with one of the Company’s independent directors) 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.

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, Old SAFE 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.

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On March 31, 2023, shortly before the closing of the Merger, iStar sold and affiliates of MSD Partners bought 5,405,406 shares of Old SAFE’s common stock then owned by iStar.

On March 31, 2023, in conjunction with the closing of the Merger, affiliates of MSD Partners also purchased 100,000 Caret units from the Company for an aggregate purchase

price of $ 20.0 million.

On March 31, 2023, in conjunction with the closing of the Merger, affiliates of MSD Partners also purchased 100,000 Caret units from the Company for an aggregate purchase price of $ 20.0 million.

Additionally, on March 31, 2023, existing third-party Caret unit holders purchased an aggregate of 22,500 Caret units from the Company for an aggregate $ 4.5 million.

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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.

In connection with the Spin-Off, SpinCo Manager entered into a management agreement with Star Holdings, pursuant to which it will operate and pursue the orderly monetization of Star Holding’s assets.

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.

The annual fee declines to $ 15.0 million, $ 10.0 million and $ 5.0 million, respectively, in each of the following annual terms, and adjusts to 2.0 % of the gross book value of Star Holding's assets, excluding shares of the Company’s common stock held by Star Holdings, thereafter.

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

The management agreement 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 the fourth anniversary of the Spin-Off, the termination will be subject to payment of the applicable termination fee to SpinCo Manager.

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 thereafter 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 the fourth anniversary of the Spin-Off, Star Holdings will pay SpinCo Manager a termination fee of $ 50.0 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 the third anniversary of the Spin-Off, the amount of the management fee that would have been payable for the next succeeding annual term, or if the termination date occurs after the third anniversary of the Spin-Off, 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 $ 15.0 million if the termination occurs in the second year and $ 5.0 million if the termination occurs in the third year, in each case, plus the balance of any unpaid portion of the annual management fee for the applicable year.

During the years ended December 31, 2024 and 2023, the Company recorded $ 16.8 million and $ 19.4 million, respectively, in management fees from Star Holdings.

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.

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 one-year term ending March 31, 2026, plus the balance of any unpaid portion of the annual management fee for such term.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 11.7 million, $ 16.8 million and $ 19.4 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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In April 2023, the Company, Portfolio Holdings and Star Investment Holdings SPV LLC (“Star Investment Holdings”), a subsidiary of Star Holdings, entered into an ATM Equity Offering Sales Agreement (the “Selling Stockholder Sales Agreement”) with the sales agents named therein pursuant to which Star Investment Holdings may sell, from time to time, subject to receiving the Company’s consent, up to 1,000,000 shares of the Company’s common stock (the “Selling Stockholder Shares”) through or to the sales agents.

Star Investment Holdings may sell the Selling Stockholder Shares in amounts and at times to be determined by the 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.

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.

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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.

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 operations, to measure segment operating performance.

All of the Company’s expenses are included in segment operating performance and are reviewed regularly.

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(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 years ended December 31, 2024 and 2023, the Company earned $ 16.8 million and $ 19.4 million, respectively, in management fees from Star Holdings.

During the years ended December 31, 2025, 2024 and 2023, the Company earned $ 11.7 million, $ 16.8 million and $ 19.4 million, respectively, in management fees from Star Holdings.

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

Note 16—Subsequent Events

On February 4, 2025, our Board authorized the repurchase of up to $ 50.0 million of our common stock.

W e have 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.

Safehold Inc.

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Subsequent to

Encumbrances (1)

Milwaukee, WI

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Real estate available and held for sale

(1) The aggregate cost for Federal income tax purposes was approximately $ 1.0 billion as of December 31, 2024.

(1) Pledged as collateral under mortgages.

(2) The aggregate cost for Federal income tax purposes was approximately $ 1.1 billion as of December 31, 2025.

(3) These properties have land improvements with depreciable lives from 7 to 12 years .

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data