3 unchanged sentences
(In thousands)
−Removed: September 30,
−Removed: Net investment in sales-type leases ($ 8,966 and $ 6,821 of allowances as of September 30, 2025 and December 31, 2024, respectively)
−Removed: Ground Lease receivables, net ($ 5,992 and $ 3,664 of allowances as of September 30, 2025 and December 31, 2024, respectively)
+Added: Net investment in sales-type leases ($ 10,946 and $ 10,750 of allowances as of March 31, 2026 and December 31, 2025, respectively)
+Added: Ground Lease receivables, net ($ 5,024 and $ 4,872 of allowances as of March 31, 2026 and December 31, 2025, respectively)
Real estate, at cost
4 unchanged sentences
Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale
−Removed: Loans receivable, net ($ 289 of allowances as of September 30, 2025)
−Removed: Loans receivable, net - related party ($ 2,213 and $ 2,311 of allowances as of September 30, 2025 and December 31, 2024, respectively)
+Added: Loans receivable, net ($ 452 and $ 328 of allowances as of March 31, 2026 and December 31, 2025, respectively)
+Added: Loans receivable, net - related party ($ 2,267 and $ 2,223 of allowances as of March 31, 2026 and December 31, 2025, respectively)
Equity investments
10 unchanged sentences
Commitments and contingencies (refer to Note 11)
+Added: Redeemable noncontrolling interests
Safehold Inc.
shareholders' equity:
−Removed: Common stock, $ 0.01 par value, 400,000 shares authorized, 71,756 and 71,440 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
+Added: Common stock, $ 0.01 par value, 400,000 shares authorized, 71,820 and 71,756 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
Additional paid-in capital
6 unchanged sentences
(1) Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).
−Removed: (2) As of September 30, 2025 and December 31, 2024, includes $ 2.9 million and $ 3.8 million, respectively, due from related parties.
+Added: (2) As of March 31, 2026 and December 31, 2025, includes $ 2.6 million and $ 3.0 million, respectively, due from related parties.
The accompanying notes are an integral part of the consolidated financial statements.
3 unchanged sentences
For the Three Months Ended
−Removed: For the Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Interest income from sales-type leases
Operating lease income
+Added: Hotel revenues
Interest income (1)
3 unchanged sentences
Interest expense
+Added: Hotel expenses
Real estate expense
15 unchanged sentences
Weighted average number of common shares:
−Removed: (1) For the three months ended September 30, 2025 and 2024, includes $ 2.4 million and $ 2.4 million, respectively, of interest income from related parties.
−Removed: For the nine months ended September 30, 2025 and 2024, includes $ 7.1 million and $ 7.1 million, respectively, of interest income from related parties.
−Removed: (2) For the three months ended September 30, 2025 and 2024, includes $ 2.7 million and $ 3.7 million, respectively, of management fees from related parties.
−Removed: For the nine months ended September 30, 2025 and 2024, includes $ 9.0 million and $ 13.6 million, respectively, of management fees from related parties.
+Added: (1) For the three months ended March 31, 2026 and 2025, includes $ 2.3 million and $ 2.3 million, respectively, of interest income from related parties.
+Added: (2) For the three months ended March 31, 2026 and 2025, includes $ 2.1 million and $ 3.6 million, respectively, of management fees from related parties.
The accompanying notes are an integral part of the consolidated financial statements.
3 unchanged sentences
For the Three Months Ended
−Removed: For the Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Net income (loss)
10 unchanged sentences
(In thousands)
−Removed: Noncontrolling
Comprehensive
Noncontrolling
−Removed: Interests (1)
Income (Loss)
−Removed: Balance at June 30, 2025
−Removed: Net income (loss)
−Removed: Issuance of common stock, net / amortization
−Removed: Dividends declared ($ 0.177 per share)
−Removed: Change in accumulated other comprehensive income (loss)
−Removed: Distributions to noncontrolling interests
−Removed: Balance at September 30, 2025
−Removed: Balance at June 30, 2024
−Removed: Net income (loss)
−Removed: Issuance of common stock, net / amortization
−Removed: Dividends declared ($ 0.177 per share)
−Removed: Change in accumulated other comprehensive income (loss)
−Removed: Contributions from noncontrolling interests
−Removed: Distributions to noncontrolling interests
−Removed: Acquisition of noncontrolling interests
−Removed: Balance at September 30, 2024
Balance at December 31, 2025
4 unchanged sentences
Distributions to noncontrolling interests
−Removed: Redemption of noncontrolling interests
−Removed: Balance at September 30, 2025
+Added: Redemption and transfer of noncontrolling interests
+Added: Repurchase of common stock
+Added: Balance at March 31, 2026
Balance at December 31, 2024
3 unchanged sentences
Change in accumulated other comprehensive income (loss)
−Removed: Contribution from noncontrolling interests
Distributions to noncontrolling interests
−Removed: Acquisition of noncontrolling interests
Redemption of noncontrolling interests
−Removed: Balance at September 30, 2024
−Removed: (1) Refer to Note 3.
+Added: Balance at March 31, 2025
The accompanying notes are an integral part of the consolidated financial statements.
2 unchanged sentences
(In thousands)
−Removed: For the Nine Months Ended
−Removed: September 30,
+Added: For the Three Months Ended
Cash flows from operating activities:
8 unchanged sentences
Write-off of investment in preferred equity
−Removed: Provision for credit losses
−Removed: Earnings from equity method investments
+Added: Provision for (recovery of) credit losses
+Added: (Earnings) losses from equity method investments
Distributions from operations of equity method investments
Amortization of premium, discount and deferred financing costs on debt obligations, net
−Removed: Proceeds received from derivative transactions
Other operating activities
5 unchanged sentences
Origination/acquisition of net investment in sales-type leases and Ground Lease receivables
−Removed: Origination of loans receivable, net
+Added: Origination and fundings of loans receivable, net
Contributions to equity method investments
1 unchanged sentence
Net proceeds received from sale of real estate available and held for sale
−Removed: Return of deposits on Ground Lease investments
−Removed: Funding of cash collateral for debt obligations
−Removed: Return of cash collateral for debt obligations
Proceeds received from derivative transactions
−Removed: Proceeds received from the settlement of derivative transactions
Other investing activities
5 unchanged sentences
Dividends paid to common shareholders
−Removed: Payment of offering costs
+Added: Repurchase of common stock
Payments for withholding taxes upon vesting for stock-based compensation
1 unchanged sentence
Distributions to noncontrolling interests
−Removed: Contributions from noncontrolling interests
−Removed: Acquisition of noncontrolling interest
−Removed: Other financing activities
Cash flows provided by (used in) financing activities
8 unchanged sentences
Dividends declared to common shareholders
−Removed: Non-cash interest accrued to debt balances
−Removed: Accrued Ground Lease acquisition costs
−Removed: Real estate transferred to real estate available and held for sale
+Added: Accruals for payments of withholding taxes upon vesting for stock-based compensation
+Added: Accrued acquisition costs
The accompanying notes are an integral part of the consolidated financial statements.
7 unchanged sentences
(formerly iStar) and its consolidated subsidiaries following the consummation of the Merger.
−Removed: The Company is internally managed and operates its business through one reportable segment by acquiring, managing and capitalizing ground leases.
−Removed: The Company also manages entities focused on ground leases (refer to Note 8) and a wholly-owned subsidiary of the Company serves as external manager to Star Holdings (“Star Holdings”), a Maryland statutory trust that holds the legacy non-ground lease assets held by iStar prior to the Merger as well as shares of common stock of the Company.
+Added: The Company is internally managed and operates its business through two segments as of January 1, 2026 – “Ground Leases,” reflecting the Company’s primary business of acquiring, managing and capitalizing ground leases, and “Hotel Operations,” reflecting the Company’s operation of certain hotel properties (refer to Note 16).
+Added: The Company also manages entities focused on ground leases (refer to Note 8) and a wholly-owned subsidiary of the Company serves as external manager to Star Holdings (“Star Holdings”), a Maryland statutory trust that holds the legacy non-ground lease assets held by iStar prior to the Merger as well as shares of common stock of the Company, each of which are reflected in the Company’s Ground Leases segment.
Ground leases are long-term contracts between the landlord (the Company) and a tenant or leaseholder.
10 unchanged sentences
The Company believes that the Ground Lease structure provides an opportunity for potential value accretion through the reversion to the Company, as the Ground Lease owner, of the buildings and improvements on the land at the expiration or earlier termination of the lease, for no additional consideration from the Company.
+Added: Additionally, from time to time the Company may own and operate commercial properties that revert to it, as occurred on January 1, 2026 when the Company became responsible for operating two hotel properties following the expiration of a master lease, which is reflected in the Company’s Hotel Operations segment.
Organization —The Company is a Maryland corporation and its common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “SAFE.” The Company (then known as iStar) elected to be treated as a real estate investment trust (“REIT”) for U.S.
federal income tax purposes, commencing with the tax year ended December 31, 1998.
−Removed: The Company conducts all of its business and owns all of its properties through Safehold GL Holdings LLC (“Portfolio Holdings”), which, prior to its conversion into a Delaware limited liability company in connection with the Merger, was named Safehold Operating Partnership LP.
+Added: The Company conducts all of its business and owns all of its properties through Safehold GL Holdings LLC (“Portfolio Holdings”), which, prior to its conversion into a Delaware limited liability company in connection with the
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
+Added: Merger, was named Safehold Operating Partnership LP.
The Company, management of the Company, employees and former employees of the Company, affiliates of MSD Partners, L.P.
1 unchanged sentence
Safehold Management Services Inc.
−Removed: (“SpinCo Manager”), a Delaware corporation and a subsidiary of the Company, is party to a management agreement with Star Holdings dated as of March 31, 2023, as amended, pursuant to
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: which SpinCo Manager is operating and pursuing the orderly monetization of Star Holding’s assets.
−Removed: 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.
−Removed: The annual fee declines to $ 10.0 million and $ 7.5 million (refer to Note 15), respectively, for each of the following annual terms, and adjusts to 2.0 % of the gross book value of Star Holdings’ assets, excluding shares of the Company’s common stock held by Star Holdings, thereafter.
+Added: (“SpinCo Manager”), a Delaware corporation and a subsidiary of the Company, is party to a management agreement with Star Holdings dated as of March 31, 2023, as amended, pursuant to which SpinCo Manager is operating and pursuing the orderly monetization of Star Holding’s assets.
+Added: Star Holdings paid SpinCo Manager an annual management fee of $ 15.0 million for the annual term ended March 31, 2025 and $ 10.0 million for the annual term ended March 31, 2026.
+Added: The annual fee declined to $ 7.5 million (refer to Note 15) for the following annual term, 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.
11 unchanged sentences
Consolidated VIEs —The Company consolidates VIEs for which it is considered the primary beneficiary.
−Removed: As of September 30, 2025, the total assets of these consolidated VIEs were $ 78.4 million and total liabilities were $ 30.1 million.
+Added: As of March 31, 2026, the total assets of these consolidated VIEs were $ 100.4 million and total liabilities were $ 30.4 million.
The classifications of these assets are primarily within “Net investment in sales-type leases,” “Real estate, net,” “Real estate-related intangible assets, net” and “Deferred operating lease income receivable” on the Company’s consolidated balance sheets.
1 unchanged sentence
The liabilities of these VIEs are non-recourse to the Company and can only be satisfied from each VIE’s respective assets.
−Removed: The Company has provided no financial support to VIEs that it was not previously contractually required to provide and did not have any unfunded commitments related to consolidated VIEs as of September 30, 2025.
+Added: The Company has provided no financial support to VIEs that it was not previously contractually required to provide and did not have any unfunded commitments related to consolidated VIEs as of March 31, 2026.
Safehold Inc.
2 unchanged sentences
Significant Accounting Policies
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: The Company considers, among other things, payment status, lien position, borrower financial resources and investment collateral, collateral type, project economics and other economic factors.
−Removed: 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.
−Removed: The estimate of the Company’s expected loss requires significant judgment.
−Removed: 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.
−Removed: 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.
−Removed: The Company will consider a loan to be non-performing and place it on non-accrual status at such time as:
−Removed: (1) interest payments become 90 days delinquent;
−Removed: (2) it has a maturity default;
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Any accrued interest receivable is recorded in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets.
−Removed: As of September 30, 2025, the Company had $ 0.2 million of accrued interest on its consolidated balance sheet.
−Removed: 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.
−Removed: As such, the Company elected the practical expedient to not record an allowance against accrued interest receivable.
−Removed: During the three and nine months ended September 30, 2025, the Company did not reverse any accrued interest on its loans receivable.
−Removed: Interest Income —Interest income on the Company’s loans receivable (refer to Note 6) is recognized on an accrual basis using the effective interest method and is recorded in “Interest income” in the Company’s consolidated statements of operations.
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: Hotel revenues and hotel expenses —The Company became responsible for operating two hotel properties that reverted to it on January 1, 2026 following the expiration of a master lease.
+Added: Revenues and expenses from these hotel operations primarily include room reservations and food and beverage.
+Added: Room revenues are derived from the occupancy of the Company’s hotel rooms and is driven by the occupancy and average daily rate charged.
+Added: Food and beverage revenues consist of revenues from group functions, which may include banquet revenues and audio-visual revenues, as well as outlet revenues from the restaurants and lounges at the Company’s properties.
+Added: Revenues are recognized as the services or products are provided.
+Added: Room expenses include housekeeping, reservation systems, room supplies, laundry services and front desk costs.
+Added: Food and beverage expenses primarily include food, beverage and the associated labor costs.
+Added: The Company also incurs other costs from its hotel operations including marketing, insurance, management fees, ground rent, property taxes and other administrative costs.
+Added: Revenues from the Company’s hotel operations are included in “Hotel revenues” and expenses from hotel operations are included in “Hotel expenses” in the Company’s consolidated statements of operations, and each are included in the Company’s Hotel Operations segment.
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.
5 unchanged sentences
The Company determines the estimated fair values of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the Company and the Company’s own assumptions about market participant assumptions.
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions):
−Removed: As of September 30, 2025
+Added: As of March 31, 2026
As of December 31, 2025
10 unchanged sentences
(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 .
−Removed: Redeemable Noncontrolling Interests —In February 2022, the Company sold 108,571 Caret units of Portfolio Holdings (refer to Note 13) for $ 19.0 million to third-party investors and received a commitment from an existing shareholder (which was affiliated with one of the Company’s independent directors) for the purchase of 28,571 Caret units for $ 5.0 million (which did not close).
−Removed: 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.
−Removed: Because public market liquidity was not achieved by February 2024, the investors in the February 2022 transaction had the right to cause their Caret units purchased in February 2022 to be redeemed by Portfolio Holdings at their original purchase price less the amount of distributions previously made on such units.
−Removed: During the three months ended March 31, 2024, the redemption option was extended to April 2024.
−Removed: In April 2024, all of the investors in the February 2022 transaction exercised this right and elected to have their Caret units redeemed at the original purchase price less the amount of distributions previously made on such units .
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: The Company classified these redeemable Caret units in accordance with Accounting Standards Codification (“ASC”) 480:
−Removed: Distinguishing Liabilities from Equity.
−Removed: ASC 480-10-S99-3A requires that equity securities redeemable at the option of the holder be classified outside of permanent stockholders’ equity.
−Removed: The Company classified redeemable Caret units as “Redeemable noncontrolling interests” in its consolidated balance sheets and consolidated statements of changes in equity.
−Removed: The redeemable noncontrolling interest’s carrying amount was equal to the higher of (i) the initial carrying amount, increased or decreased for the redeemable noncontrolling interest’s share of net income or loss and dividends;
−Removed: or (ii) the redemption value.
+Added: New accounting pronouncements — In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”).
+Added: ASU 2024-03 requires disclosure of additional information about specific cost and expense categories in the notes to the financial statements.
+Added: ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating ASU 2024-03 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
3 unchanged sentences
The Company records interest income from Ground Lease receivables in “Interest income from sales-type leases” in the Company’s consolidated statements of operations.
−Removed: 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.
+Added: 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.
1 unchanged sentence
The joint venture is a voting interest entity and the Company consolidates the joint venture in its financial statements due to its controlling interest.
−Removed: 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.
+Added: The Company receives a management fee, measured on an asset-by-asset basis,
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
+Added: 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.
3 unchanged sentences
The venture remains in place, and the partner's participation right in certain qualifying Ground Lease investment opportunities expired on September 30, 2024.
−Removed: In January 2024, the Company acquired a Ground Lease from the Ground Lease Plus Fund for $ 38.3 million, excluding amounts funded by the Company pursuant to a leasehold improvement allowance (refer to Note 8 and Note 15).
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
The Company’s net investment in sales-type leases were comprised of the following ($ in thousands):
−Removed: September 30, 2025
+Added: March 31, 2026
December 31, 2025
6 unchanged sentences
Net investment in sales-type leases
−Removed: (1) As of September 30, 2025, total discounted cash flows were approximately $ 3,503 million and the discounted unguaranteed estimated residual value was $ 33.4 million.
+Added: (1) As of March 31, 2026, total discounted cash flows were approximately $ 3,584 million and the discounted unguaranteed estimated residual value was $ 34.2 million.
As of December 31, 2025, total discounted cash flows were approximately $ 3,541 million and the discounted unguaranteed estimated residual value was $ 33.7 million.
−Removed: The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the nine months ended September 30, 2025 and 2024 ($ in thousands):
+Added: The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the three months ended March 31, 2026 and 2025 ($ in thousands):
Net Investment in
Sales-type Leases
−Removed: Nine Months Ended September 30, 2025
+Added: Three Months Ended March 31, 2026
Beginning balance
4 unchanged sentences
Sales-type Leases
−Removed: Nine Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2025
Beginning balance
4 unchanged sentences
For newly originated or acquired Ground Leases, the Company’s estimate of residual value equals the fair value of the land at lease commencement.
−Removed: (2) As of September 30, 2025 and December 31, 2024, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status.
−Removed: As of September 30, 2025, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.3 % and 5.7 % , respectively.
−Removed: As of September 30, 2025, the weighted average remaining life of the Company’s 47 Ground Lease receivables was 96.6 years.
+Added: (2) As of March 31, 2026 and December 31, 2025, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status.
+Added: As of March 31, 2026, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.3 % and 5.7 % , respectively.
+Added: As of March 31, 2026, the weighted average remaining life of the Company’s 57 Ground Lease receivables was 96.1 years.
Safehold Inc.
Notes to Consolidated Financial Statements
−Removed: Allowance for Credit Losses —Changes in the Company’s allowance for credit losses on net investment in sales-type leases for the three and nine months ended September 30, 2025 and 2024 were as follows ($ in thousands):
+Added: Allowance for Credit Losses —Changes in the Company’s allowance for credit losses on net investment in sales-type leases for the three months ended March 31, 2026 and 2025 were as follows ($ in thousands):
Net investment in sales-type leases
−Removed: Three Months Ended September 30, 2025
−Removed: Allowance for credit losses at beginning of period
−Removed: Provision for (recovery of) credit losses (1)
−Removed: Allowance for credit losses at end of period (2)
−Removed: Three Months Ended September 30, 2024
−Removed: Allowance for credit losses at beginning of period
−Removed: Provision for (recovery of) credit losses (1)
−Removed: Allowance for credit losses at end of period (2)
−Removed: Nine Months Ended September 30, 2025
+Added: Three Months Ended March 31, 2026
Allowance for credit losses at beginning of period
1 unchanged sentence
Allowance for credit losses at end of period (2)
−Removed: Nine Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2025
Allowance for credit losses at beginning of period
1 unchanged sentence
Allowance for credit losses at end of period (2)
−Removed: (1) During the three months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses on net investment in sales-type leases of $ 0.6 million and $ 4.5 million, respectively.
−Removed: The provision for credit losses for the three months ended September 30, 2025 was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since June 30, 2025, and growth in the carrying value of the portfolio during the period.
−Removed: The provision for credit losses for the three months ended September 30, 2024 was due primarily to enhancements to the Company’s general provision for credit loss methodology, current market conditions and growth in the portfolio during the period.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses on net investment in sales-type leases of $ 2.2 million and $ 5.6 million, respectively.
−Removed: The provision for credit losses for the nine months ended September 30, 2025 was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2024, and growth in the carrying value of the portfolio during the period.
−Removed: The provision for credit losses for the nine months ended September 30, 2024 was due primarily to enhancements to the Company’s general provision for credit loss methodology, current market conditions and growth in the portfolio during the period.
+Added: (1) During the three months ended March 31, 2026 and 2025, the Company recorded provisions for credit losses on net investment in sales-type leases of $ 0.2 million and $ 0.9 million, respectively.
+Added: The provision for credit losses for the three months ended March 31, 2026 was due primarily to growth in the carrying value of the portfolio during the period and current market conditions, which was partially offset by a decrease in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2025 .
+Added: The provision for credit losses for the three months ended March 31, 2025 w as due primarily to then current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2024, and growth in the carrying value of the portfolio during the period.
(2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets.
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Changes in the Company’s allowance for credit losses on Ground Lease receivables for the three and nine months ended September 30, 2025 and 2024 were as follows ($ in thousands):
+Added: Changes in the Company’s allowance for credit losses on Ground Lease receivables for the three months ended March 31, 2026 and 2025 were as follows ($ in thousands):
Ground Lease receivables
−Removed: Three Months Ended September 30, 2025
−Removed: Allowance for credit losses at beginning of period
−Removed: Provision for (recovery of) credit losses (1)
−Removed: Allowance for credit losses at end of period (2)
−Removed: Three Months Ended September 30, 2024
−Removed: Allowance for credit losses at beginning of period
−Removed: Provision for (recovery of) credit losses (1)
−Removed: Allowance for credit losses at end of period (2)
−Removed: Nine Months Ended September 30, 2025
+Added: Three Months Ended March 31, 2026
Allowance for credit losses at beginning of period
1 unchanged sentence
Allowance for credit losses at end of period (2)
−Removed: Nine Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2025
Allowance for credit losses at beginning of period
1 unchanged sentence
Allowance for credit losses at end of period (2)
−Removed: (1) During the three months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses on Ground Lease receivables of $ 0.4 million and $ 2.7 million, respectively.
−Removed: The provision for credit losses for the three months ended September 30, 2025 was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since June 30, 2025, and growth in the carrying value of the portfolio during the period.
−Removed: The provision for credit losses for the three months ended September 30, 2024 was due primarily to enhancements to the Company’s general provision for credit loss methodology, current market conditions and growth in the portfolio during the period.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses on Ground Lease receivables of $ 2.3 million and $ 3.0 million, respectively.
−Removed: The provision for credit losses for the nine months ended September 30, 2025 was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2024.
−Removed: The provision for credit losses for the nine months ended September 30, 2024 was due primarily to enhancements to the Company’s general provision for credit loss methodology, current market conditions and growth in the portfolio during the period.
+Added: (1) During the three months ended March 31, 2026 and 2025, the Company recorded provisions for credit losses on Ground Lease receivables of $ 0.2 million and $ 1.5 million, respectively.
+Added: The provision for credit losses for the three months ended March 31, 2026 was due primarily to growth in the carrying value of the portfolio during the period and current market conditions, which was partially offset by a decrease in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2025 .
+Added: The provision for credit losses for the three months ended March 31, 2025 was due primarily to then current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2024, and growth in the carrying value of the portfolio during the period.
(2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets.
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of September 30, 2025 ($ in thousands):
+Added: The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of March 31, 2026 ($ in thousands):
Year of Origination
19 unchanged sentences
Development properties
−Removed: Future Minimum Lease Payments under Sales-type Leases —Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842 - Leases, excluding lease payments that are not fixed and determinable, in effect as of September 30, 2025, are as follows by year ($ in thousands):
+Added: Future Minimum Lease Payments under Sales-type Leases —Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842 - Leases, excluding lease payments that are not fixed and determinable, in effect as of March 31, 2026, are as follows by year ($ in thousands):
with Inflation
−Removed: 2025 (remaining three months)
+Added: 2026 (remaining nine months)
Total undiscounted cash flows
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: During the three and nine months ended September 30, 2025 and 2024, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands):
−Removed: Net Investment
−Removed: in Sales-type
−Removed: Three Months Ended September 30, 2025
−Removed: Total interest income from sales-type leases
−Removed: Net Investment
−Removed: in Sales-type
−Removed: Three Months Ended September 30, 2024
−Removed: Total interest income from sales-type leases
+Added: During the three months ended March 31, 2026 and 2025, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands):
Net Investment
in Sales-type
−Removed: Nine Months Ended September 30, 2025
+Added: Three Months Ended March 31, 2026
Total interest income from sales-type leases
1 unchanged sentence
in Sales-type
−Removed: Nine Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2025
Total interest income from sales-type leases
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
Note 5—Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale
The Company’s real estate assets consist of the following ($ in thousands):
−Removed: September 30, 2025
+Added: March 31, 2026
December 31, 2025
6 unchanged sentences
Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
Real estate-related intangible assets, net consist of the following items ($ in thousands):
−Removed: As of September 30, 2025
+Added: As of March 31, 2026
Above-market lease assets, net (1)
9 unchanged sentences
In-place lease assets are amortized over the non-cancelable term of the leases .
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
Real estate-related intangible liabilities, net consist of the following items ($ in thousands):
−Removed: As of September 30, 2025
+Added: As of March 31, 2026
Below-market lease liabilities (1)
3 unchanged sentences
Below-market lease liabilities are amortized over the non-cancelable term of the leases.
−Removed: The amortization of real estate-related intangible assets had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 ($ in thousands):
−Removed: Income Statement
−Removed: For the Three Months Ended September 30,
−Removed: Intangible asset
−Removed: Above-market lease assets (decrease to income)
−Removed: Operating lease income
−Removed: In-place lease assets (decrease to income)
−Removed: Depreciation and amortization
−Removed: Other intangible assets (decrease to income)
−Removed: Operating lease income
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
+Added: The amortization of real estate-related intangible assets had the following impact on the Company’s consolidated statements of operations for the three months ended March 31, 2026 and 2025 ($ in thousands):
Income Statement
−Removed: For the Nine Months Ended September 30,
+Added: For the Three Months Ended March 31,
Intangible asset
5 unchanged sentences
Operating lease income
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
The estimated amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands):
−Removed: 2025 (remaining three months)
−Removed: (1) As of September 30, 2025, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 81.6 years.
−Removed: The amortization of real estate-related intangible liabilities had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 ($ in thousands):
−Removed: Income Statement
−Removed: For the Three Months Ended September 30,
−Removed: Intangible liability
−Removed: Below-market lease liabilities (increase to income)
−Removed: Operating lease income
+Added: 2026 (remaining nine months)
+Added: (1) As of March 31, 2026, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 81.5 years.
+Added: The amortization of real estate-related intangible liabilities had the following impact on the Company’s consolidated statements of operations for the three months ended March 31, 2026 and 2025 ($ in thousands):
Income Statement
−Removed: For the Nine Months Ended September 30,
+Added: For the Three Months Ended March 31,
Intangible liability
1 unchanged sentence
Operating lease income
−Removed: Future Minimum Operating Lease Payments —Future minimum lease payments to be collected under non-cancelable operating leases, excluding lease payments that are not fixed and determinable, in effect as of September 30, 2025, are as follows by year ($ in thousands):
−Removed: 2025 (remaining three months)
−Removed: (1) During the three months ended September 30, 2025 and 2024, the Company recognized $ 0.1 million and $ 0.2 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company recognized $ 5.3 million and $ 5.0 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.
+Added: 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 March 31, 2026, are as follows by year ($ in thousands):
+Added: 2026 (remaining nine months)
+Added: (1) During the three months ended March 31, 2026 and 2025, the Company recognized $ 4.5 million and $ 4.9 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.
On October 22, 2025, the Company sent the tenant under the Park Hotels master lease a termination notice for all five hotels and commenced litigation against its tenant and Park Intermediate Holdings LLC, guarantor under the master lease, for certain breaches, among other things, related to the maintenance and operations of the hotels.
There are no assurances that the Company will be able to terminate the master lease or prevail in its litigation.
−Removed: Note 6 — Loans Receivable, net
−Removed: In the second quarter of 2025, the Company originated leasehold loans in conjunction with its Ground Leases.
−Removed: These leasehold loans allow the Company’s Ground Lease tenants to receive their full capital structure needs from one source.
−Removed: As of September 30, 2025, the Company had three senior mortgages with an aggregate outstanding principal
+Added: The Company became responsible for operating two of the hotel properties that reverted to it on January 1, 2026.
Safehold Inc.
Notes to Consolidated Financial Statements
−Removed: balance of $ 44.5 million and an aggregate carrying value of $ 45.0 million.
−Removed: The Company’s three leasehold loans have initial maturities that range from May 2028 to June 2029, excluding all extension options that can be exercised by the borrower subject to certain conditions, and accrue interest at a weighted average rate of 6.60 %, assuming a SOFR rate of 4.13 % as of September 30, 2025 for the Company’s two floating rate loans.
+Added: Note 6 — Loans Receivable, net
+Added: In the second quarter of 2025, the Company began originating leasehold loans in conjunction with certain of its Ground Leases.
+Added: These leasehold loans allow the Company’s Ground Lease tenants to receive their full capital structure needs from one source.
+Added: As of March 31, 2026, the Company had five senior mortgages with an aggregate outstanding principal balance of $ 62.1 million and an aggregate carrying value of $ 62.1 million.
+Added: 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.
+Added: The Company’s five 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 5.99 %, assuming a SOFR rate of 3.66 % as of March 31, 2026 for the Company’s four floating rate loans.
Credit Characteristics— As part of the Company’s process for monitoring the credit quality of its leasehold loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans.
5 unchanged sentences
All non-performing loans, if any, are placed on non-accrual status and income is only recognized in certain cases upon actual cash receipt.
−Removed: As of September 30, 2025, all of the Company’s leasehold loans were current in their payment status and had a risk rating of 3.
−Removed: Allowance for Credit Losses —During the three and nine months ended September 30, 2025, the Company recorded a provision for credit losses (refer to Note 3) of $ 0.0 million and $ 1.3 million, respectively, on its leasehold loans, including $ 1.0 million related to unfunded commitments.
+Added: As of March 31, 2026 and December 31, 2025, all of the Company’s leasehold loans were current in their payment status and had a risk rating of 3.
+Added: Allowance for Credit Losses —As of March 31, 2026 and December 31, 2025, the Company’s allowance for credit losses was $ 0.5 million and $ 0.3 million, respectively.
+Added: During the three months ended March 31, 2026, the Company recorded a provision for credit losses of $ 0.2 million on its leasehold loans.
+Added: The provision for credit losses during the three months ended March 31, 2026 was due primarily to the origination of a new loan during the period.
Allowances on unfunded commitments are recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets.
−Removed: The provision for credit losses during the three and nine months ended September 30, 2025 was due to the origination of new loans during the period.
Unfunded Commitments —The Company has commitments to fund construction and development loans over a period of time if and when its borrowers meet established milestones and other performance criteria.
The Company refers to these arrangements as performance-based commitments.
−Removed: As of September 30, 2025, the Company had $ 84.1 million of such commitments.
+Added: As of March 31, 2026, the Company had $ 135.0 million of such commitments.
Note 7 — Loan Receivable, net – Related Party
On March 31, 2023, the Company, as lender and as administrative agent, and Star Holdings, as borrower, entered into a senior secured term loan facility, which was amended on October 4, 2023 and March 28, 2025, in an aggregate principal amount of $ 115.0 million (the “Secured Term Loan Facility”) and an additional commitment amount of up to $ 25.0 million at Star Holding’s election (the “Incremental Term Loan Facility”, together with the Secured Term Loan Facility, as amended, the “Star Holdings Term Loan Facility”).
−Removed: During the three months ended September 30, 2025 and 2024, the Company recorded $ 2.4 million and $ 2.4 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company recorded $ 7.1 million and $ 7.1 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations.
−Removed: As of each of September 30, 2025 and December 31, 2024, the Star Holdings Term Loan Facility had a principal balance of $ 115.0 million.
+Added: During the three months ended March 31, 2026 and 2025, the Company recorded $ 2.3 million and $ 2.3 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations.
+Added: As of each of March 31, 2026 and December 31, 2025, the Star Holdings Term Loan Facility had a principal balance of $ 115.0 million.
The Star Holdings Term Loan Facility is a secured credit facility.
1 unchanged sentence
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.
−Removed: 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.
−Removed: Starting in the first quarter of 2024, within five business days after Star Holdings has delivered its unaudited quarterly financial statements, Star Holdings must apply any unrestricted cash on its balance
Safehold Inc.
Notes to Consolidated Financial Statements
−Removed: sheet in excess of the aggregate of (i) an operating reserve; and (ii) $ 50 million, to prepay the Star Holdings Term Loan Facility or alternatively, with the consent of the Company, Star Holdings may apply such cash to prepay its margin loan facility in lieu of any prepayment of the Star Holdings Term Loan Facility.
−Removed: The operating reserve will be calculated quarterly and is equal to the aggregate of projected operating expenses (including payments to the Star Holdings local property consultants but excluding management fees and public company costs), projected land carry costs, projected capital expenditure and projected interest expense on the margin loan facility with Morgan Stanley Bank, N.A., which is secured by Star Holdings’ shares of the Company’s common stock, and the Star Holdings Term Loan Facility for the next twelve months; less the projected operating revenues for the next twelve months consistent with the operating budget approved by the Company.
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: During the three months ended September 30, 2025 and 2024, the Company recorded a recovery of credit losses of $ 2 thousand and $ 0.1 million, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility, which was undrawn as of September 30, 2025 and December 31, 2024.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company recorded a recovery of credit losses of $ 0.1 million and $ 0.2 million, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility.
−Removed: The Company did not have any accrued interest receivable from the Star Holdings Term Loan Facility as of September 30, 2025 and December 31, 2024.
−Removed: The Company did not reverse any accrued interest on its loan asset during the three and nine months ended September 30, 2025 and 2024.
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: During the three months ended March 31, 2026 and 2025, the Company recorded a provision for (recovery of) credit losses of $ 43 thousand and ($ 0.1 ) million, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility, which was undrawn as of each of March 31, 2026 and December 31, 2025.
+Added: The Company did no t have any accrued interest receivable from the Star Holdings Term Loan Facility as of each of March 31, 2026 and December 31, 2025.
+Added: The Company did no t reverse any accrued interest on the Star Holdings Term Loan Facility during the three months ended March 31, 2026 and 2025.
Note 8—Equity Investments
1 unchanged sentence
Earnings from
−Removed: Earnings from
Carrying Value
Equity Method Investments (1)
−Removed: Equity Method Investments (1)
For The Three Months Ended
−Removed: For the Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: September 30,
Equity investment
2 unchanged sentences
Leasehold Loan Fund (2)
−Removed: (1) As of September 30, 2025, the Company has a basis difference of $ 19.7 million in the Ground Lease Plus Fund that will be amortized over a weighted average remaining term of 104.8 years using the effective interest method.
−Removed: During the three months ended September 30, 2025 and 2024, $ 0.1 million and $ 0.1 million, respectively, of the basis difference was amortized as a decrease to earnings from equity method investments.
−Removed: During the nine months ended September 30, 2025 and 2024, ($ 0.2 ) million and $ 0.1 million, respectively, of the basis difference was amortized as a (decrease) increase to earnings from equity method investments.
−Removed: (2) As of September 30, 2025, the Company has a basis difference of $ 4.1 million in the Leasehold Loan Fund that will be amortized over a weighted average remaining term of 0.7 years using the effective interest method.
−Removed: During the three months ended September 30, 2025 and 2024, $ 1.0 million and $ 0.8 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments.
−Removed: During the nine months ended September 30, 2025 and 2024, $ 2.4 million and $ 4.0 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments.
−Removed: 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.
+Added: (1) As of March 31, 2026, the Company has a basis difference of $ 12.4 million in the Ground Lease Plus Fund.
+Added: During the three months ended March 31, 2025, $ 0.1 million of the basis difference was amortized as a decrease to earnings from equity method investments.
+Added: (2) As of March 31, 2026, the Company has a basis difference of $ 1.4 million in the Leasehold Loan Fund that will be amortized over a weighted average remaining term of 0.3 years using the effective interest method.
+Added: During the three months ended March 31, 2026 and 2025, $ 1.4 million and $ 0.7 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments.
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
+Added: 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.
5 unchanged sentences
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.
−Removed: 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.
−Removed: In December 2021, iStar sold the Ground Lease to the Ground Lease Plus Fund and recognized no gain or loss on the sale.
−Removed: At the time of iStar’s acquisition in November 2021, the Company and iStar entered into an agreement pursuant to which the Company would acquire the land and related Ground Lease from the Ground Lease Plus Fund when certain construction related conditions were met by a specified time period.
−Removed: 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).
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
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”).
6 unchanged sentences
In August 2025, the loan commitment was reduced to $ 30.0 million.
−Removed: As of September 30, 2025, the Leasehold Loan Fund funded $ 15.5 million of the commitment.
+Added: As of March 31, 2026, the Leasehold Loan Fund funded $ 22.9 million of the commitment.
In June 2022, the Leasehold Loan Fund committed to provide a $ 105.0 million loan to the ground lessee of a Ground Lease originated by the Company.
1 unchanged sentence
In July 2025, the loan commitment was reduced to $ 55.5 million.
−Removed: As of September 30, 2025, the Leasehold Loan Fund funded $ 44.0 million of the commitment.
+Added: As of March 31, 2026, the Leasehold Loan Fund funded $ 44.9 million of the commitment.
In July 2024, the Leasehold Loan Fund committed to provide a $ 31.5 million loan to the ground lessee of a Ground Lease originated by the Company.
The loan was for the Ground Lease tenant’s construction of a student housing property.
−Removed: As of September 30, 2025, the Leasehold Loan Fund funded $ 15.8 million of the commitment.
+Added: As of March 31, 2026, the Leasehold Loan Fund funded $ 20.4 million of the commitment.
Safehold Inc.
2 unchanged sentences
Deferred expenses and other assets, net, consist of the following items ($ in thousands):
−Removed: September 30, 2025
+Added: March 31, 2026
December 31, 2025
−Removed: Operating lease right-of-use asset (1)
+Added: Operating lease right-of-use assets (1)
Interest rate hedge assets
1 unchanged sentence
Other assets (3)
−Removed: Purchase deposits
Leasing costs, net
3 unchanged sentences
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.
−Removed: however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease.
−Removed: Operating lease right-of-use asset is amortized on a straight-line basis over the term of the lease and is recorded in “Real estate expense” in the Company’s consolidated statements of operations.
−Removed: During both the three months ended September 30, 2025 and 2024, the Company recognized $ 0.1 million in “Real estate expense” and $ 0.1 million in “Other income” from its operating lease right-of-use asset.
−Removed: During both the nine months ended September 30, 2025 and 2024, the Company recognized $ 0.4 million in “Real estate expense” and $ 0.4 million in “Other income” from its operating lease right-of-use asset.
+Added: Amortization of this operating lease right-of-use asset, beginning January 1, 2026, is recorded in “Hotel expenses” in the Company’s consolidated statements of operations.
+Added: Prior to January 1, 2026 this expense was recorded in “Real estate expense” in the Company’s consolidated statements of operations.
+Added: During the three months ended March 31, 2025, the Company recognized $ 0.1 million in both “Real estate expense” and “ Other income ” from its operating lease right-of-use asset.
The related operating lease liability (see table below) equals the present value of the minimum rental payments due under the lease discounted at the Company’s incremental secured borrowing rate for a similar asset estimated to be 5.5 % .
The Company also has operating leases for office space.
−Removed: (2) Accumulated amortization of deferred finance costs was $ 7.2 million and $ 3.5 million as of September 30, 2025 and December 31, 2024, respectively.
−Removed: (3) As of September 30, 2025 and December 31, 2024, includes $ 2.7 million and $ 3.7 million, respectively, of management fees due from Star Holdings.
−Removed: Through September 30, 2025, the Company has earned $ 45.2 million of management fees from Star Holdings and as of September 30, 2025, $ 4.8 million of the transaction price is attributable to performance obligations that remain unsatisfied.
+Added: (2) Accumulated amortization of deferred finance costs was $ 9.7 million and $ 8.4 million as of March 31, 2026 and December 31, 2025, respectively.
+Added: (3) As of March 31, 2026 and December 31, 2025, includes $ 2.5 million and $ 2.9 million, respectively, of management fees due from Star Holdings.
+Added: Through March 31, 2026, the Company has earned $ 50.0 million of management fees from Star Holdings and as of March 31, 2026 all performance obligations have been satisfied.
Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands):
−Removed: September 30, 2025
+Added: March 31, 2026
December 31, 2025
6 unchanged sentences
(1) Refer to Note 11.
−Removed: (2) As of September 30, 2025 and December 31, 2024, accrued expenses includes accrued compensation, legal, audit and property expenses.
+Added: (2) As of March 31, 2026 and December 31, 2025, accrued expenses primarily includes accrued compensation, legal, audit and property expenses.
Safehold Inc.
2 unchanged sentences
The Company’s outstanding debt obligations consist of the following ($ in thousands):
−Removed: September 30, 2025
+Added: March 31, 2026
December 31, 2025
1 unchanged sentence
Secured credit financing:
−Removed: April 2027 to November 2069
+Added: August 2027 to November 2069
Total secured credit financing (3)
8 unchanged sentences
2024 Unsecured Revolver
+Added: 2025 Unsecured Term Loan
+Added: November 2030
Trust preferred securities
5 unchanged sentences
(1) For mortgages, represents the weighted average stated interest rate over the term of the debt from funding through maturity based on the contractual payments owed excluding the effect of debt premium, discount and deferred financing costs.
−Removed: As of September 30, 2025, the weighted average cash interest rate for the Company’s consolidated mortgage debt, based on interest rates in effect at that date, was 3.44 % .
+Added: As of March 31, 2026, the weighted average cash interest rate for the Company’s consolidated mortgage debt, based on interest rates in effect at that date, was 3.40 % .
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.
−Removed: As of September 30, 2025, the Company’s combined weighted average stated interest rate and combined weighted average cash interest rate of the Company’s consolidated mortgage debt, the mortgage debt of the Company’s unconsolidated ventures (applying the Company’s percentage interest in the ventures - refer to Note 8), unsecured senior notes and trust preferred securities were 4.20 % and 3.83 % , respectively.
+Added: As of March 31, 2026, 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 4.24 % and 3.90 % , respectively.
(2) Represents the extended maturity date for all debt obligations.
−Removed: (3) As of September 30, 2025, $ 2.1 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations.
+Added: (3) As of March 31, 2026, $ 1.8 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations.
Mortgages —Mortgages consist of asset specific non-recourse borrowings that are secured by the Company’s real estate and Ground Leases.
−Removed: As of September 30, 2025, the Company’s mortgages are full term interest only, bear interest at a weighted average interest rate of 3.99 % and have maturities between April 2027 and November 2069.
−Removed: In October 2025, the Company defeased $ 227.0 million principal amount of debt obligations scheduled to mature in April 2027.
−Removed: The Company incurred approximately $ 2.3 million of costs in connection with the defeasance.
+Added: As of March 31, 2026, 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.
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”).
36 unchanged sentences
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.
−Removed: 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.
−Removed: At the time of termination, $ 916 million was drawn on the 2021 Unsecured Revolver, all of which rolled over into the 2024 Unsecured Revolver.
+Added: 2024 Unsecured Revolver —In April 2024, the Company entered into a $ 2.0 billion unsecured revolving credit facility (the “2024 Unsecured Revolver”).
+Added: At the time, $ 916 million of existing indebtedness was drawn on then existing unsecured credit facilities, all of which rolled over into the 2024 Unsecured Revolver.
The 2024 Unsecured Revolver has an extended maturity date of May 1, 2029, which includes two six-month extension options.
2 unchanged sentences
The Company also pays a facility fee of 0.10 %, subject to the Company’s credit ratings.
−Removed: As of September 30, 2025, there was $ 1.1 billion of undrawn capacity on the 2024 Unsecured Revolver.
−Removed: 2021 Unsecured Revolver—In March 2021, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as borrower) and the Company (as guarantor), entered into an unsecured revolving credit facility with an initial maximum aggregate principal amount of up to $ 1.0 billion (the “2021 Unsecured Revolver”), which amount was increased to $ 1.35 billion in December 2021.
−Removed: The 2021 Unsecured Revolver had an initial maturity of March 2024 with two 12-month extension options exercisable by the Company, subject to certain conditions, and accrued interest at an annual rate of applicable SOFR plus 0.90 %, subject to the Company’s credit ratings .
−Removed: In March 2024, the Company exercised one of its options to extend the maturity to March 2025.
−Removed: The 2024 Unsecured Revolver replaced the 2021 Unsecured Revolver.
−Removed: 2023 Unsecured Revolver— In January 2023, Portfolio Holdings, then known as Safehold Operating Partnership LP (as borrower) and the Company (as guarantor) entered into a $ 500 million unsecured revolving credit facility (the “2023 Unsecured Revolver”).
−Removed: The 2023 Unsecured Revolver accrued interest at a rate of Adjusted SOFR , as defined in the applicable agreement, plus 0.90 % , subject to the Company’s credit ratings.
−Removed: The 2024 Unsecured Revolver replaced the 2023 Unsecured Revolver.
+Added: As of March 31, 2026, there was $ 1.1 billion of undrawn capacity on the 2024 Unsecured Revolver.
+Added: 2025 Unsecured Term Loan —In November 2025, the Company entered into a $ 400.0 million unsecured term loan (the “2025 Unsecured Term Loan”).
+Added: The 2025 Unsecured Term Loan has an extended maturity date of November 15, 2030, inclusive of two one-year extension options.
+Added: The 2025 Unsecured Term Loan has a borrowing rate of SOFR plus 0.90 %, subject to the Company’s credit ratings.
+Added: 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.
5 unchanged sentences
The commercial paper notes will be sold under customary terms in the commercial paper market and will rank pari passu with all of Portfolio Holding’s other unsecured senior indebtedness.
−Removed: The interest rates will
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: vary based on the ratings assigned to the commercial paper notes by credit rating agencies and market conditions at the time of issuance.
−Removed: As of September 30, 2025, the Company had no outstanding balance under the Commercial Paper Program.
+Added: The interest rates will vary based on the ratings assigned to the commercial paper notes by credit rating agencies and market conditions at the time of issuance.
+Added: As of March 31, 2026, the Company had no outstanding balance under the Commercial Paper Program.
Borrowings reduce amounts otherwise available under the 2024 Unsecured Revolver.
The documents governing the Commercial Paper Program contain customary representations, warranties, covenants, defaults and indemnification provisions, and provide the terms under which the Notes will be sold pursuant to an exemption from the federal and state securities laws.
−Removed: Debt Covenants —The Company is subject to financial covenants under the 2024 Unsecured Revolver, including maintaining:
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
+Added: 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;
−Removed: 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.
−Removed: In addition, the 2024 Unsecured Revolver contains customary affirmative and negative covenants.
+Added: (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;
+Added: and (iii) limiting the incurrence of any secured debt that would cause the Company’s secured debt to total assets ratio to exceed 50 %.
+Added: 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.
3 unchanged sentences
The Company’s mortgages contain no significant maintenance or ongoing financial covenants.
−Removed: As of September 30, 2025, the Company was in compliance with all of its financial covenants.
−Removed: Future Scheduled Maturities —As of September 30, 2025, future scheduled maturities of outstanding debt obligations, assuming all extensions that can be exercised at the Company’s option, are as follows ($ in thousands):
−Removed: 2025 (remaining three months)
+Added: As of March 31, 2026, the Company was in compliance with all of its financial covenants.
+Added: Future Scheduled Maturities — As of March 31, 2026, future scheduled maturities of outstanding debt obligations, assuming all extensions that can be exercised at the Company’s option, are as follows ($ in thousands):
+Added: 2026 (remaining nine months)
Total principal maturities
1 unchanged sentence
Total debt obligations, net
−Removed: (1) As of September 30, 2025, the Company’s weighted average maturity for its secured mortgages was 25.8 years .
−Removed: In October 2025, the Company defeased $ 227.0 million principal amount of debt obligations scheduled to mature in April 2027 .
+Added: (1) As of March 31, 2026, the Company’s weighted average maturity for its secured mortgages was 29.6 years.
Safehold Inc.
1 unchanged sentence
Note 11—Commitments and Contingencies
−Removed: Lease Commitments —Future minimum lease obligations under non-cancelable operating leases as of September 30, 2025 are as follows ($ in thousands):
−Removed: 2025 (remaining three months)
+Added: Lease Commitments —Future minimum lease obligations under non-cancelable operating leases as of March 31, 2026 are as follows ($ in thousands):
+Added: 2026 (remaining nine months)
Total undiscounted cash flows (1)
3 unchanged sentences
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.
−Removed: however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease.
(2) The lease liability equals the present value of the minimum rental payments due under the lease discounted at the rate implicit in the lease or the Company’s incremental secured borrowing rate for similar collateral.
For operating leases, lease liabilities were discounted at the Company’s weighted average incremental secured borrowing rate for similar collateral estimated to be 5.5 % and the weighted average remaining lease term is 16.7 years.
−Removed: During the three months ended September 30, 2025 and 2024, the Company made payments of $ 1.4 million and $ 1.4 million, respectively, related to its operating leases.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company made payments of $ 4.3 million and $ 4.3 million, respectively, related to its operating leases.
+Added: During the three months ended March 31, 2026 and 2025, the Company made payments of $ 0.1 million and $ 1.4 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.
−Removed: As of September 30, 2025, the Company had $ 84.5 million of such commitments, excluding commitments to be funded by noncontrolling interests.
−Removed: The Company also has an unfunded forward commitment of $ 35.0 million related to an agreement that it entered into for the addition to an existing Ground Lease if certain conditions are met (refer to Note 15).
−Removed: There can be no assurance that the conditions for closing this transaction will be satisfied and that the Company will fund the addition to the Ground Lease .
+Added: As of March 31, 2026, the Company had $ 137.0 million of such commitments, excluding commitments to be funded by noncontrolling interests.
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.
−Removed: As of September 30, 2025, the Company had $ 106.3 million of such commitments.
+Added: As of March 31, 2026, the Company had $ 150.3 million of such commitments.
Legal Proceedings —The Company evaluates developments in legal proceedings that could require a liability to be accrued and/or disclosed.
−Removed: 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.
+Added: 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.
+Added: The litigation is captioned In re Park Hotels Litigation, C.A.
+Added: 2025-1210-LWW, pending in the Delaware Court of Chancery.
+Added: 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.
+Added: Although the Company believes its claims are meritorious, there are no assurances that it will prevail in its litigation.
+Added: 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.
Safehold Inc.
20 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of September 30, 2025 and December 31, 2024 ($ in thousands):
−Removed: September 30, 2025
+Added: The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of March 31, 2026 and December 31, 2025 ($ in thousands):
+Added: March 31, 2026
December 31, 2025
3 unchanged sentences
Deferred expenses and other assets, net
−Removed: (1) As of September 30, 2025, the Company has two interest rate swap derivatives outstanding that mature in April 2028 and have an aggregate $ 500.0 million notional amount, which hedge in-place floating-rate debt.
−Removed: The Company also has a designated derivative outstanding with a $ 150.0 million notional amount that matures in December 2025 that protects the Company against interest rate volatility with respect to future long-term debt with a tenor of approximately 30 years .
+Added: (1) As of March 31, 2026, 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.
+Added: 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) Over the next 12 months, the Company expects that $ 1.4 million related to cash flow hedges will be reclassified from “Accumulated other comprehensive income (loss)” as an increase to interest expense.
2 unchanged sentences
The Company has agreements with each of its derivative counterparties that contain a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
−Removed: The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024 ($ in thousands):
+Added: The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three months ended March 31, 2026 and 2025 ($ in thousands):
Amount of Gain
9 unchanged sentences
Derivatives Designated in Hedging Relationships
−Removed: For the Three Months Ended September 30, 2025
−Removed: Interest rate swaps
−Removed: Interest expense
−Removed: For the Three Months Ended September 30, 2024
−Removed: Interest rate swaps
−Removed: Interest expense
−Removed: For the Nine Months Ended September 30, 2025
+Added: For the Three Months Ended March 31, 2026
Interest rate swaps
Interest expense
−Removed: For the Nine Months Ended September 30, 2024
+Added: For the Three Months Ended March 31, 2025
Interest rate swaps
1 unchanged sentence
Note 13—Equity
−Removed: Common Stock —As of September 30, 2025, the Company has one class of common stock outstanding.
+Added: Common Stock —As of March 31, 2026, the Company has one class of common stock outstanding.
In April 2023, the Company and Portfolio Holdings entered into an ATM Equity Offering Sales Agreement (the “Primary Sales Agreement”) with the sales agents named therein pursuant to which the Company may sell, from time to time, shares of its common stock having an aggregate gross sales price of up to $ 300.0 million (the “Primary Shares”) through or to the sales agents.
−Removed: The Company may sell the Primary Shares in amounts and at times to be determined by the
+Added: 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.
+Added: Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate
Safehold Inc.
Notes to Consolidated Financial Statements
−Removed: Company from time to time but has no obligation to sell any of the Primary Shares.
−Removed: Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate sources of its funding.
−Removed: Through September 30, 2025, the Company has no t sold any shares of its common stock through the Primary Sales Agreement.
+Added: sources of its funding.
+Added: Through March 31, 2026, 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.
3 unchanged sentences
Any repurchased shares will be returned to the status of authorized but unissued shares of common stock.
−Removed: As of September 30, 2025, the Company had no t repurchased any of its outstanding common stock.
+Added: During the three months ended March 31, 2026, the Company repurchased 0.2 million shares of its outstanding common stock for $ 3.4 million, representing an average cost of $ 14.39 per share, including fees.
+Added: As of March 31, 2026, the Company had $ 46.6 million remaining under the share repurchase authorization.
+Added: Subsequent to March 31, 2026, the Company repurchased 0.2 million shares of its outstanding common stock for $ 3.6 million, representing an average cost of $ 14.88 per share, including fees.
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.
2 unchanged sentences
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.
−Removed: 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.
−Removed: As of September 30, 2025, an aggregate of 761,888 shares of the Company’s common stock remains available for issuance under the LTIP.
−Removed: As of September 30, 2025, there was $ 5.3 million of total unrecognized compensation cost related to all unvested restricted stock units that is expected to be recognized over a weighted average remaining vesting/service period of 1.4 years .
+Added: As of March 31, 2026, an aggregate of 523,783 shares of the Company’s common stock remains available for issuance under the LTIP.
+Added: As of March 31, 2026, there was $ 9.6 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 3.4 years .
Caret Performance Incentive Plan — The Company has a Caret performance incentive plan pursuant to which Caret units of Portfolio Holdings are reserved for grants of performance-based awards to participants, including certain officers, key employees, directors and service providers (the “Caret Performance Incentive Plan”).
−Removed: As of September 30, 2025, all outstanding Caret units awarded under the Caret Performance Incentive Plan are fully vested except for grants awarded in connection with the Merger to executive officers and other employees, which are subject to cliff vesting on March 31, 2027 if the Company’s common stock has traded at an average per share price of $ 60.00 or more for at least 30 consecutive trading days since the grant date, and certain awards granted to a former employee that vest in December 2025, subject to certain conditions.
−Removed: As of September 30, 2025, there was $ 2.1 million of total unrecognized compensation cost related to all unvested Caret units that is expected to be recognized over a remaining vesting/service period of 1.5 years.
−Removed: As of September 30, 2025, Caret Performance Incentive Plan participants held 1,371,029 Caret units, representing 14.4 % of the outstanding Caret units and 11.4 % of the authorized Caret units, and 128,971 Caret units remain available for issuance under the Caret Performance Incentive Plan.
−Removed: During the three months ended September 30, 2025 and 2024, the Company recognized $ 0.3 million and $ 0.3 million, respectively, of expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company recognized $ 1.0 million and $ 0.6 million,
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: respectively, of expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets.
+Added: As of March 31, 2026, all outstanding Caret units awarded under the Caret Performance Incentive Plan are fully vested except for certain grants awarded to executive officers and other employees, which are subject to cliff vesting on March 31, 2027 if the Company’s common stock has traded at an average per share price of $ 60.00 or more for at least 30 consecutive trading days since the grant date, and certain awards granted to an employee in December 2025 that will vest pro rata annually over a five-year period, subject to continued employment and service conditions.
+Added: As of March 31, 2026, there was $ 5.1 million of total unrecognized compensation cost related to all unvested Caret units that is expected to be recognized over a remaining vesting/service period of 1.9 years.
+Added: As of March 31, 2026, Caret Performance Incentive Plan participants held 1,411,004 Caret units, representing 14.8 % of the outstanding Caret units and 11.8 % of the authorized Caret units, and 78,996 Caret units remain available for issuance under the Caret Performance Incentive Plan.
+Added: During the three months ended March 31, 2026 and 2025, the Company recognized $ 0.8 million and $ 0.3 million, respectively, of expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets.
401(K) Plan —The Company has a savings and retirement plan (the "401(k) Plan"), which is a voluntary, defined contribution plan.
All employees are eligible to participate in the 401(k) Plan following completion of three months of continuous service with the Company.
−Removed: 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.
+Added: Each participant may contribute on a pretax basis up to the maximum percentage
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
+Added: 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.
−Removed: The Company made gross contributions of $ 0.5 million and $ 0.5 million, respectively, for the nine months ended September 30, 2025 and 2024.
+Added: The Company made gross contributions of $ 0.4 million and $ 0.4 million, respectively, for the three months ended March 31, 2026 and 2025.
Accumulated Other Comprehensive Income (Loss) —Accumulated other comprehensive income (loss) consists of net unrealized gains (losses) on the Company’s derivative transactions.
Noncontrolling Interests —Noncontrolling interests includes unrelated third-party equity interests in ventures that are consolidated in the Company’s consolidated financial statements and Caret units that have been sold to third-parties or have been granted to employees or former employees.
−Removed: See also “ Redeemable Noncontrolling Interests” in Note 3.
Dividends —The Company (then known as iStar) elected to be taxed as a REIT beginning with its taxable year ended December 31, 1998.
1 unchanged sentence
Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company declared cash dividends on its common stock of $ 38.4 million, or $ 0.531 per share, and $ 38.1 million, or $ 0.531 per share, respectively.
+Added: During the three months ended March 31, 2026 and 2025, the Company declared cash dividends on its common stock of $ 12.8 million, or $ 0.177 per share, and $ 12.7 million, or $ 0.177 per share, respectively.
Safehold Inc.
4 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Net income (loss)
3 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Earnings attributable to common shares:
13 unchanged sentences
common shareholders - diluted
−Removed: (1) For the nine months ended September 30, 2024, the effect of 10 thousand of the Company’s restricted stock units were antidilutive.
Note 15—Related Party Transactions
2 unchanged sentences
These transactions were approved by the Company’s independent directors in accordance with the Company’s policy with respect to related party transactions.
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: The Company entered into a discretionary commitment to fund up to $ 9.0 million of preferred equity in an entity that owns the leasehold interest under one of the Company’s office Ground Leases located in Washington, DC and through March 31, 2025, the Company funded $ 1.5 million of the commitment amount.
−Removed: At inception in April 2024, the Company incurred $ 0.4 million of costs creating the entity formed to own the leasehold interest, which resulted in a total investment balance of $ 1.9 million and was included in “Deferred expenses and other assets” on the Company’s consolidated balance sheet as of December 31, 2024.
+Added: 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.
+Added: At inception in April 2024, the Company incurred $ 0.4 million of costs creating the entity formed to own the leasehold interest, which resulted in a total investment balance of $ 1.9 million.
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.
−Removed: The Company has recognized $ 5.2 million of interest income from sales-type leases from the Ground Lease in its consolidated statements of operations for the nine months ended September 30, 2025.
−Removed: The Company has a noncontrolling interest in the Ground Lease Plus Fund and an affiliate of an existing shareholder (which is affiliated with one of the Company’s former independent directors, whose term ended in May 2025) has a noncontrolling interest in the Ground Lease Plus Fund.
−Removed: The Company has entered into certain agreements to acquire certain land and related Ground Leases from the Ground Lease Plus Fund when certain construction-related conditions are met by a specified time period.
−Removed: In January 2024, the Company acquired one Ground Lease from the Ground Lease Plus Fund for $ 38.3 million pursuant to one such agreement.
−Removed: 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.
−Removed: In May 2023, certain milestones were met by the tenant as it exited the pre-development stage and the tenant began accessing the leasehold improvement allowance.
−Removed: As of September 30, 2025, the $ 51.8 million leasehold improvement allowance has been fully funded.
−Removed: 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.
−Removed: 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.
−Removed: The Company’s commitment to acquire the Ground Lease from the Ground Lease Plus Fund expired in June 2025.
−Removed: In February 2022, the Company sold an aggregate of 108,571 Caret units, 1.08 % of the then-authorized Caret units, to a group of investors (refer to Note 3).
−Removed: 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.
−Removed: As part of the sale, the Company agreed to use commercially reasonable efforts to provide public market liquidity for such Caret units by seeking to provide a listing of the Caret units (or securities into which they may be exchanged) on a public exchange within two years of the sale.
−Removed: Because public market liquidity was not achieved by February 2024, the investors in the February 2022 transaction had the right to cause their Caret units purchased in February 2022 to be redeemed by Portfolio Holdings at such purchase price less the amount of distributions previously made on such units.
−Removed: In April 2024, all of the investors in the February 2022 transaction exercised this right and elected to have their Caret units redeemed.
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
Star Holdings
1 unchanged sentence
The Separation and Distribution Agreement sets forth, among other things, Star Holdings’ agreements with the Company regarding the principal transactions necessary to separate Star Holdings from the Company.
−Removed: It also sets forth other agreements that govern certain aspects of Star Holdings’ relationship with the Company after the Spin-Off relating to the transfer of assets and assumption of liabilities, cash assets, release of claims, insurance, non-solicitation, segregation
−Removed: Safehold Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: of accounts and other matters.
+Added: It also sets forth other agreements that govern certain aspects of Star Holdings’ relationship with the Company after the Spin-Off relating to the transfer of assets and assumption of liabilities, cash assets, release of claims, insurance, non-solicitation, segregation of accounts and other matters.
The Separation and Distribution Agreement also includes a mutual release by Star Holdings, on the one hand, and the Company, on the other hand, of the other party from certain specified liabilities, as well as mutual indemnification covenants pursuant to which Star Holdings and the Company have agreed to indemnify each other from certain specified liabilities.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: The management agreement had an initial one-year term and now automatically renews for successive one-year terms each anniversary date unless previously terminated.
+Added: Pursuant to the management agreement, Star Holdings paid to SpinCo Manager an annual management fee of $ 25.0 million for the annual term ended March 31, 2024, $ 15.0 million for the annual term ended March 31, 2025 and $ 10.0 million for the annual term ended March 31, 2026.
+Added: The annual fee declined to $ 7.5 million for the next annual term 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.
+Added: 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.
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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.
−Removed: However, if Star Holdings has completed the liquidation of its assets on or before the termination date, the termination fee will consist of any portion of the annual management fee that remained unpaid for the remainder of the then current annual term plus, if the termination date occurs on or before March 31, 2026, the amount of the management fee that would have been payable for the next succeeding annual term, or if the termination date occurs after March 31, 2026, zero .
−Removed: In the event of a termination by the Company based on a reduction in the amount of Star Holdings’ consolidated assets below designated thresholds, Star Holdings will pay SpinCo Manager a termination fee of $ 5.0 million if the termination occurs in the third year, plus the balance of any unpaid portion of the annual management fee for the applicable year.
−Removed: During the three months ended September 30, 2025 and 2024, the Company recorded $ 2.7 million and $ 3.7 million, respectively, in management fees from Star Holdings.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company recorded $ 9.0 million and $ 13.6 million, respectively, in management fees from Star Holdings.
+Added: 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.
+Added: During the three months ended March 31, 2026 and 2025, the Company recorded $ 2.1 million and $ 3.6 million, respectively, in management fees from Star Holdings.
The management fees are included in “Other income” in the Company’s consolidated statements of operations.
The Company and Star Holdings also entered into a governance agreement that places certain restrictions on the transfer and voting of the shares of the Company owned by Star Holdings, and a registration rights agreement under which the Company agreed to register such shares for resale in accordance with applicable securities laws.
−Removed: As of September 30, 2025, Star Holdings owned approximately 18.8 % of the Company’s common stock outstanding through a wholly-owned subsidiary.
−Removed: 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,
+Added: As of March 31, 2026, Star Holdings owned approximately 18.8 % of the Company’s common stock outstanding through a wholly-owned subsidiary.
Safehold Inc.
Notes to Consolidated Financial Statements
−Removed: 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.
+Added: 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 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.
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Note 16—Segment Reporting
−Removed: 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.
−Removed: 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.
+Added: Prior to January 1, 2026, the Company conducted 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.
+Added: On January 1, 2026, the Company became responsible for operating two hotel properties that reverted to it following the expiration of a master lease (refer to Note 3).
+Added: Subsequent to January 1, 2026, the Company operates its two hotel properties under a new reportable and operating “Hotel Operations” segment.
+Added: All of the Company’s interest expense and general and administrative expenses are included in its Ground Leases segment.
+Added: The Company’s chief executive officer is the chief operating decision maker (“CODM”) and uses net income (loss) before income taxes to measure segment operating performance and allocate resources in line with its business and operating needs.
All of the Company’s expenses are included in segment operating performance and are reviewed regularly.
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The CODM also reviews general and administrative expense, which includes public company costs consisting of compensation, occupancy, and other corporate costs, in more detail to ensure its resources are in line with its business and operating needs.
−Removed: The measure of segment assets is reported on the Company’s consolidated balance sheets as total assets.
−Removed: The CODM also reviews assets and asset level metrics such as rent coverage, GAAP and cash asset yields, Ground Lease cost to value ratios, unrealized capital appreciation and certain other metrics on a regular basis.
−Removed: The following table presents the Company’s expenses that are reviewed in more detail by the CODM for the three and nine months ended September 30, 2025 and 2024 ($ in thousands):
−Removed: For the Three Months Ended
−Removed: For the Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: Interest expense
−Removed: Subtotal interest expense
−Removed: General and administrative (1)
−Removed: Public company and other costs
−Removed: Stock-based compensation
−Removed: Subtotal general and administrative
+Added: Safehold Inc.
+Added: Notes to Consolidated Financial Statements
+Added: The Company’s income statement segment information is as follows for the three months ended March 31, 2026 ($ in thousands):
+Added: Interest income from sales-type leases
+Added: Operating lease income
+Added: Hotel revenues
+Added: Interest income
+Added: Total revenues
+Added: Costs and expenses and other items:
+Added: Interest expense - cash
+Added: Interest expense - non-cash
+Added: Hotel expenses
+Added: Depreciation and amortization
+Added: General and administrative - public company costs (1)
+Added: General and administrative - stock-based compensation (1)
+Added: (Provision for) recovery of credit losses
+Added: Earnings (losses) from equity method investments
+Added: Other segment items (2)
+Added: Segment profit (loss)
(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.
−Removed: During the three months ended September 30, 2025 and 2024, the Company earned $ 2.7 million and $ 3.7 million, respectively, in management fees from Star Holdings.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company earned $ 9.0 million and $ 13.6 million, respectively, in management fees from Star Holdings.
+Added: During the three months ended March 31, 2026 and 2025, the Company earned $ 2.1 million and $ 3.6 million, respectively, in management fees from Star Holdings.
The management fees are included in “Other income” in the Company’s consolidated statements of operations.
+Added: (2) Includes real estate expense and other expenses.
+Added: As of March 31, 2026, approximately $ 89.3 million of total assets were attributable to the Hotel Operations segment.
+Added: All other total assets were attributable to the Ground Leases segment.
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.