What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 313 added, 155 removed, 723 unchanged (39% of the section changed)

3 unchanged sentences

(In thousands)

Net investment in sales-type leases ($ 10,946 and $ 10,750 of allowances as of March 31, 2026 and December 31, 2025, respectively)

Ground Lease receivables, net ($ 5,024 and $ 4,872 of allowances as of March 31, 2026 and December 31, 2025, respectively)

Net investment in sales-type leases ($ 11,138 and $ 10,750 of allowances as of June 30, 2026 and December 31, 2025, respectively)

Ground Lease receivables, net ($ 5,134 and $ 4,872 of allowances as of June 30, 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

Loans receivable, net ($ 452 and $ 328 of allowances as of March 31, 2026 and December 31, 2025, respectively)

Loans receivable, net - related party ($ 2,267 and $ 2,223 of allowances as of March 31, 2026 and December 31, 2025, respectively)

Loans receivable, net ($ 492 and $ 328 of allowances as of June 30, 2026 and December 31, 2025, respectively)

Loans receivable, net - related party ($ 2,275 and $ 2,223 of allowances as of June 30, 2026 and December 31, 2025, respectively)

Equity investments

13 unchanged sentences

shareholders' equity:

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

Common stock, $ 0.01 par value, 400,000 shares authorized, 71,057 and 71,756 shares issued and outstanding as of June 30, 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”).

(2) As of March 31, 2026 and December 31, 2025, includes $ 2.6 million and $ 3.0 million, respectively, due from related parties.

(2) As of June 30, 2026 and December 31, 2025, includes $ 2.5 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

For the Six Months Ended

Interest income from sales-type leases

24 unchanged sentences

Weighted average number of common shares:

(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.

(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.

(1) For the three months ended June 30, 2026 and 2025, includes $ 2.3 million and $ 2.4 million, respectively, of interest income from related parties.

For the six months ended June 30, 2026 and 2025, includes $ 4.7 million and $ 4.7 million, respectively, of interest income from related parties.

(2) For the three months ended June 30, 2026 and 2025, includes $ 1.9 million and $ 2.7 million, respectively, of management fees from related parties.

For the six months ended June 30, 2026 and 2025, includes $ 4.0 million and $ 6.3 million, respectively, of management fees from related parties.

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

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Net income (loss)

13 unchanged sentences

Income (Loss)

Balance at March 31, 2026

Net income (loss)

Issuance of common stock, net / amortization

Dividends declared ($ 0.177 per share)

Change in accumulated other comprehensive income (loss)

Contribution from noncontrolling interests

Distributions to noncontrolling interests

Repurchase of common stock

Balance at June 30, 2026

Balance at March 31, 2025

Net income (loss)

Issuance of common stock, net / amortization

Dividends declared ($ 0.177 per share)

Change in accumulated other comprehensive income (loss)

Distributions to noncontrolling interests

Balance at June 30, 2025

Balance at December 31, 2025

3 unchanged sentences

Change in accumulated other comprehensive income (loss)

Contribution from noncontrolling interests

Distributions to noncontrolling interests

1 unchanged sentence

Repurchase of common stock

Balance at March 31, 2026

Balance at June 30, 2026

Balance at December 31, 2024

5 unchanged sentences

Redemption of noncontrolling interests

Balance at March 31, 2025

Balance at June 30, 2025

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

2 unchanged sentences

(In thousands)

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income to cash flows from operating activities:

Adjustments to reconcile net income (loss) to cash flows from operating activities:

Depreciation and amortization

9 unchanged sentences

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

Proceeds received from derivative transactions

Other operating activities

15 unchanged sentences

Repayments of debt obligations

( 1,556,000 )

Payments for deferred financing costs

1 unchanged sentence

Repurchase of common stock

Payment of offering costs in connection with joint venture (refer to Note 4)

Payments for withholding taxes upon vesting for stock-based compensation

Redemption of noncontrolling interests

Contributions from noncontrolling interests

Distributions to noncontrolling interests

Other financing activities

Cash flows provided by (used in) financing activities

8 unchanged sentences

Dividends declared to common shareholders

Accruals for payments of withholding taxes upon vesting for stock-based compensation

Non-cash interest accrued to debt balances

Accrued loan acquisition costs

Accrued acquisition costs

12 unchanged sentences

Ground leases generally represent ownership of the land underlying commercial real estate projects that is net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon (“Ground Leases”).

Under a Ground Lease, the tenant is generally responsible for all property operating expenses, such as maintenance, real estate taxes and insurance and is also responsible for development costs and capital expenditures.

Under a Ground Lease, the tenant is generally responsible for all property operating expenses, such as maintenance, property taxes and insurance and is also responsible for development costs and capital expenditures.

Ground Leases are typically long-term (base terms ranging from 30 to 99 years , often with tenant renewal options) and have contractual base rent increases (either at a specified percentage or consumer price index (“CPI”) based, or both) and sometimes include percentage rent participations.

33 unchanged sentences

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

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.

As of June 30, 2026, the total assets of these consolidated VIEs were $ 442.2 million and total liabilities were $ 31.5 million.

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

The classifications of liabilities are primarily within “Debt obligations, net” and “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets.

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

The Company has provided no financial support to VIEs that it was not previously contractually required to provide and did not have any unfunded commitments related to consolidated VIEs as of March 31, 2026.

The Company has provided no financial support to VIEs that it was not previously contractually required to provide and had $ 12.0 million of unfunded commitments related to consolidated VIEs as of June 30, 2026.

Safehold Inc.

21 unchanged sentences

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

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

19 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.

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.

In June 2026, the Company formed a joint venture with a Brookfield affiliate on a portfolio of Ground Leases (the “Brookfield JV”).

The Company contributed seven Ground Leases to the Brookfield JV and Brookfield acquired a 49 % noncontrolling interest in the venture for cash at a gross valuation of $ 348.0 million, or $ 170.5 million.

The Company maintains control of the Brookfield JV and is responsible for the day-to-day operations of the venture and the management of its assets.

The Company determined the Brookfield JV is a variable interest entity under

Safehold Inc.

Notes to Consolidated Financial Statements

ASC 810 for which the Company is the primary beneficiary and consolidates the Brookfield JV in its consolidated financial statements.

The contributions from Brookfield are accounted for as “noncontrolling interests” in the Company’s consolidated financial statements.

The Company has a series of call options it can exercise beginning after seven years from the Brookfield JV inception date under which it can acquire Brookfield’s noncontrolling interest in the Brookfield JV at pre-determined prices.

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

The Company receives a management fee, measured on an asset-by-asset basis,

Safehold Inc.

Notes to Consolidated Financial Statements

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 receives a management fee, measured on an asset-by-asset basis, equal to 25 basis points on invested equity for such asset for the first five years following its acquisition, and 15 basis points on invested equity thereafter.

The Company will also receive a promote of 15 % over a 9 % internal rate of return, subject to a 1.275 x multiple on invested capital.

4 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

6 unchanged sentences

Net investment in sales-type leases

(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.

(1) As of June 30, 2026, total discounted cash flows were approximately $ 3,651 million and the discounted unguaranteed estimated residual value was $ 34.6 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.

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):

Safehold Inc.

Notes to Consolidated Financial Statements

The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the six months ended June 30, 2026 and 2025 ($ in thousands):

Net Investment in

Sales-type Leases

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

Beginning balance

4 unchanged sentences

Sales-type Leases

Three Months Ended March 31, 2025

Six Months Ended June 30, 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.

(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.

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.

As of March 31, 2026, the weighted average remaining life of the Company’s 57 Ground Lease receivables was 96.1 years.

(2) As of June 30, 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.

As of June 30, 2026, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.3 % and 5.8 % , respectively.

As of June 30, 2026, the weighted average remaining life of the Company’s 61 Ground Lease receivables was 96.0 years.

Safehold Inc.

Notes to Consolidated Financial Statements

Allowance for Credit Losses —Changes in the Company’s allowance for credit losses on net investment in sales-type leases for the three months ended March 31, 2026 and 2025 were as follows ($ in thousands):

Allowance for Credit Losses —Changes in the Company’s allowance for credit losses on net investment in sales-type leases for the three and six months ended June 30, 2026 and 2025 were as follows ($ in thousands):

Net investment in sales-type leases

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

(1) During the three months ended 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.

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 .

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.

Six Months Ended June 30, 2026

Allowance for credit losses at beginning of period

Provision for (recovery of) credit losses (1)

Allowance for credit losses at end of period (2)

Six Months Ended June 30, 2025

Allowance for credit losses at beginning of period

Provision for (recovery of) credit losses (1)

Allowance for credit losses at end of period (2)

(1) During the three months ended June 30, 2026 and 2025, the Company recorded provisions for credit losses on net investment in sales-type leases of $ 0.2 million and $ 0.7 million, respectively.

The provision for credit losses for the three months ended June 30, 2026 was due primarily to growth in the carrying value of the portfolio during the period, which was partially offset by an improving macroeconomic forecast since March 31, 2026 .

T he provision for credit losses for the three months ended June 30, 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 March 31, 2025, and growth in the carrying value of the portfolio during the period.

During the six months ended June 30, 2026 and 2025, the Company recorded provisions for credit losses on net investment in sales-type leases of $ 0.4 million and $ 1.5 million, respectively.

The provision for credit losses for the six months ended June 30, 2026 was due primarily to growth in the carrying value of the portfolio during the period, w hich 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 and an improving macroeconomic forecast since December 31, 2025 .

The provision for credit losses for the six months ended June 30, 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.

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

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):

Safehold Inc.

Notes to Consolidated Financial Statements

Changes in the Company’s allowance for credit losses on Ground Lease receivables for the three and six months ended June 30, 2026 and 2025 were as follows ($ in thousands):

Ground Lease receivables

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Allowance for credit losses at beginning of period

1 unchanged sentence

Allowance for credit losses at end of period (2)

(1) During the three months ended 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.

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.

Six Months Ended June 30, 2026

Allowance for credit losses at beginning of period

Provision for (recovery of) credit losses (1)

Allowance for credit losses at end of period (2)

Six Months Ended June 30, 2025

Allowance for credit losses at beginning of period

Provision for (recovery of) credit losses (1)

Allowance for credit losses at end of period (2)

(1) During the three months ended June 30, 2026 and 2025, the Company recorded provisions for credit losses on Ground Lease receivables of $ 0.1 million and $ 0.4 million, respectively.

During the six months ended June 30, 2026 and 2025, the Company recorded provisions for credit losses on Ground Lease receivables of $ 0.3 million and $ 1.9 million, respectively.

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

1 unchanged sentence

Notes to Consolidated Financial Statements

The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of March 31, 2026 ($ in thousands):

Year of Origination

19 unchanged sentences

Development properties

Future Minimum Lease Payments under Sales-type Leases —Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842 - Leases, excluding lease payments that are not fixed and determinable, in effect as of March 31, 2026, are as follows by year ($ in thousands):

Future Minimum Lease Payments under Sales-type Leases —Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842 - Leases, excluding lease payments that are not fixed and determinable, in effect as of June 30, 2026, are as follows by year ($ in thousands):

with Inflation

2026 (remaining nine months)

2026 (remaining six months)

Total undiscounted cash flows

1 unchanged sentence

Notes to Consolidated Financial Statements

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):

During the three and six months ended June 30, 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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Total interest income from sales-type leases

1 unchanged sentence

in Sales-type

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Total interest income from sales-type leases

Net Investment

in Sales-type

Six Months Ended June 30, 2026

Total interest income from sales-type leases

Net Investment

in Sales-type

Six Months Ended June 30, 2025

Total interest income from sales-type leases

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):

March 31, 2026

June 30, 2026

December 31, 2025

9 unchanged sentences

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

As of March 31, 2026

As of June 30, 2026

Above-market lease assets, net (1)

10 unchanged sentences

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

As of March 31, 2026

As of June 30, 2026

Below-market lease liabilities (1)

5 unchanged sentences

Notes to Consolidated Financial Statements

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):

The amortization of real estate-related intangible assets had the following impact on the Company’s consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 ($ in thousands):

Income Statement

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Intangible asset

5 unchanged sentences

Operating lease income

Income Statement

For the Six Months Ended June 30,

Intangible asset

Above-market lease assets (decrease to income)

Operating lease income

In-place lease assets (decrease to income)

Depreciation and amortization

Other intangible assets (decrease to income)

Operating lease income

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

2026 (remaining nine months)

(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.

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):

2026 (remaining six months)

(1) As of June 30, 2026, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 81.3 years.

The amortization of real estate-related intangible liabilities had the following impact on the Company’s consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 ($ in thousands):

Income Statement

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Intangible liability

1 unchanged sentence

Operating lease income

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):

2026 (remaining nine months)

(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.

The Company became responsible for operating two of the hotel properties that reverted to it on January 1, 2026.

Income Statement

For the Six Months Ended June 30,

Intangible liability

Below-market lease liabilities (increase to income)

Operating lease income

Safehold Inc.

Notes to Consolidated Financial Statements

Future Minimum Operating Lease Payments —Future minimum lease payments to be collected under non-cancelable operating leases, excluding lease payments that are not fixed and determinable, in effect as of June 30, 2026, are as follows by year ($ in thousands):

2026 (remaining six months)

(1) During the three months ended June 30, 2026 and 2025, the Company recognized $ 21 thousand and $ 0.2 million, respectively, of percentage rent in “ Operating lease income” in the Company’s consolidated statements of operations.

During the six months ended June 30, 2026 and 2025, the Company recognized $ 4.5 million and $ 5.2 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.

The tenant under the Park Hotels master lease elected to extend the leases underlying three of the five hotels originally covered by the master lease past the initial lease maturity of December 2025.

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

The Company became responsible for operating the two hotel properties that reverted to it on January 1, 2026.

Note 6 — Loans Receivable, net

1 unchanged sentence

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

As of 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.

As of June 30, 2026, the Company had five senior mortgages with an aggregate outstanding principal balance of $ 65.0 million and an aggregate carrying value of $ 65.0 million.

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

The Company’s 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.

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 5.98 %, assuming a SOFR rate of 3.65 % as of June 30, 2026 for the Company’s four floating rate loans.

Safehold Inc.

Notes to Consolidated Financial Statements

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

5 unchanged sentences

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

As of 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.

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.

During the three months ended March 31, 2026, the Company recorded a provision for credit losses of $ 0.2 million on its leasehold loans.

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.

As of June 30, 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.

Allowance for Credit Losses —As of June 30, 2026 and December 31, 2025, the Company’s allowance for credit losses on its loans receivable was $ 0.5 million and $ 0.3 million, respectively, and the Company’s allowance for credit losses on its unfunded commitments was $ 1.0 million and $ 1.1 million, respectively.

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

During the three and six months ended June 30, 2026, the Company recorded a (recovery of) provision for credit losses of ($ 0.1 ) million and $ 0.1 million (including allowances on unfunded commitments), respectively, on its leasehold loans.

The provision for credit losses during the three and six months ended June 30, 2026 was due primarily to a change in macroeconomic forecasts and the origination of a new loan during the six months ended June 30, 2026.

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

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

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

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

As of March 31, 2026, the Company had $ 135.0 million of such commitments.

As of June 30, 2026, the Company had $ 132.1 million of such commitments.

Note 7 — Loan Receivable, net – Related Party

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

During the three months ended 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.

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.

During the three months ended June 30, 2026 and 2025, the Company recorded $ 2.3 million and $ 2.4 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations.

During the six months ended June 30, 2026 and 2025, the Company recorded $ 4.7 million and $ 4.7 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations.

As of each of June 30, 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.

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.

Safehold Inc.

Notes to Consolidated Financial Statements

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.

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.

its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $ 50 million, to prepay the Star Holdings Term Loan Facility or alternatively, with the consent of the Company, Star Holdings may apply such cash to prepay its margin loan facility with Morgan Stanley Bank, N.A., which is secured by Star Holdings’ shares of the Company’s common stock, in lieu of any prepayment of the Star Holdings Term Loan Facility.

The operating reserve is calculated on a quarterly basis and is equal to the aggregate of projected operating expenses (including payments to the Star Holdings local property consultants but excluding management fees and public company costs), projected land carry costs, projected capital expenditure and projected interest expense on the margin loan facility and the Star Holdings Term Loan Facility for the next twelve months; less the projected operating revenues for the next twelve months consistent with the operating budget approved by the Company.

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

During the three months ended 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.

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.

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.

During the three months ended June 30, 2026 and 2025, the Company recorded a provision for credit losses of $ 8 thousand and $ 21 thousand, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility, which was undrawn as of each of June 30, 2026 and December 31, 2025.

During the six months ended June 30, 2026 and 2025, the Company recorded a provision for (recovery of) credit losses of $ 0.1 million and ($ 0.1 ) million, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility.

The Company did no t have any accrued interest receivable from the Star Holdings Term Loan Facility as of each of June 30, 2026 and December 31, 2025.

The Company did no t reverse any accrued interest on the Star Holdings Term Loan Facility during the three and six months ended June 30, 2026 and 2025.

Safehold Inc.

Notes to Consolidated Financial Statements

Note 8—Equity Investments

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Earnings from

Carrying Value

Equity Method Investments (1)

For The Three Months Ended

For the Six Months Ended

Equity investment

2 unchanged sentences

Leasehold Loan Fund (2)

(1) As of March 31, 2026, the Company has a basis difference of $ 12.4 million in the Ground Lease Plus Fund.

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.

(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.

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.

Safehold Inc.

Notes to Consolidated Financial Statements

(1) As of June 30, 2026, the Company has a basis difference of $ 11.8 million in the Ground Lease Plus Fund.

During both the three and six months ended June 30, 2026, $ 0.6 million of the basis difference was amortized as an increase to earnings from equity method investments.

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

(2) The Company had a basis difference in the Leasehold Loan Fund that was amortized using the effective interest method.

During the three months ended June 30, 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.

During the six months ended June 30, 2026 and 2025, $ 2.7 million and $ 1.4 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments.

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

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In February 2022, the Leasehold Loan Fund committed to provide a $ 130.0 million loan to the ground lessee of a Ground Lease originated by the Company.

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

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

Safehold Inc.

Notes to Consolidated Financial Statements

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

As of March 31, 2026, the Leasehold Loan Fund funded $ 22.9 million of the commitment.

As of June 30, 2026, the Leasehold Loan Fund funded $ 27.6 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.

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

As of March 31, 2026, the Leasehold Loan Fund funded $ 44.9 million of the commitment.

As of June 30, 2026, the Leasehold Loan Fund funded $ 45.0 million of the commitment.

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

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

As of March 31, 2026, the Leasehold Loan Fund funded $ 20.4 million of the commitment.

Safehold Inc.

Notes to Consolidated Financial Statements

As of June 30, 2026, the Leasehold Loan Fund funded $ 22.4 million of the commitment.

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

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

March 31, 2026

June 30, 2026

December 31, 2025

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Prior to January 1, 2026 this expense was recorded in “Real estate expense” in the Company’s consolidated statements of operations.

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.

During the three and six months ended June 30, 2025, the Company recognized $ 0.1 million and $ 0.3 million, respectively, in both “Real estate expense” and “ Other inco me ” from its operating lease right-of-use asset.

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

The Company also has operating leases for office space.

(2) Accumulated amortization of deferred finance costs was $ 9.7 million and $ 8.4 million as of March 31, 2026 and December 31, 2025, respectively.

(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.

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.

(2) Accumulated amortization of deferred finance costs was $ 10.9 million and $ 8.4 million as of June 30, 2026 and December 31, 2025, respectively.

(3) As of June 30, 2026 and December 31, 2025, includes $ 1.9 million and $ 2.9 million, respectively, of management fees due from Star Holdings.

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

March 31, 2026

June 30, 2026

December 31, 2025

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(1) Refer to Note 11.

(2) As of March 31, 2026 and December 31, 2025, accrued expenses primarily includes accrued compensation, legal, audit and property expenses.

(2) As of June 30, 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):

March 31, 2026

June 30, 2026

December 31, 2025

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5.15 % senior notes

6.615 % senior notes

2024 Unsecured Revolver

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

As of 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 % .

As of June 30, 2026, the weighted average cash interest rate for the Company’s consolidated mortgage debt, based on interest rates in effect at that date, was 3.41 % .

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

As of 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.

As of June 30, 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 4.37 % and 3.91 % , respectively.

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

(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.

(3) As of June 30, 2026, $ 1.9 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations.

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

As of 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.

As of June 30, 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”).

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If the 5.65 % Notes are redeemed on or after October 15, 2034, the redemption price will be equal to 100 % of the principal amount of the 5.65 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

In June 2026, Portfolio Holdings (as issuer) and the Company (as guarantor) issued $ 225.0 million aggregate principal amount of privately-placed 6.615 % senior notes due August 2056 (the “ 6.615 % Notes”).

The structure of the 6.615 % Notes features a stairstep coupon rate in which the Company will pay cash interest at a rate of 4.00 % in years one through four, 4.50 % in years five through eight, 5.00 % in years nine through 12, 5.50 % in years 13 through 16, 6.00 % in years 17 through 20 and 6.615 % in years 21 through 30.

The difference between the 6.615 % stated rate and the cash interest rate will accrue in each semi-annual payment period and be paid in kind by adding such accrued interest to the outstanding principal balance, to be repaid at maturity in August 2056.

The Company may, at its option, prepay at any time all, or from time to time any part of, the 6.615 % Notes, in an amount not less than 5 % of the aggregate principal amount of the 6.615 % Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid, and the applicable make-whole amount calculated in accordance with the indenture;

provided, that, so long as no default or event of default shall then exist, at any time on or after May 3, 2056, the Company may, at its option, prepay all or any part of the 6.615 % Notes at 100 % of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date, without any make-whole amount.

2024 Unsecured Revolver —In April 2024, the Company entered into a $ 2.0 billion unsecured revolving credit facility (the “2024 Unsecured Revolver”).

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

As of March 31, 2026, there was $ 1.1 billion of undrawn capacity on the 2024 Unsecured Revolver.

As of June 30, 2026, there was $ 1.4 billion of undrawn capacity on the 2024 Unsecured Revolver.

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

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commercial paper program (the “Commercial Paper Program”) on a private placement basis, pursuant to which the Company may issue up to $ 750.0 million of short-term, unsecured commercial paper notes outstanding at any time, which are guaranteed by the Company.

Safehold Inc.

Notes to Consolidated Financial Statements

Under the Commercial Paper Program, the Company may issue the commercial paper notes from time to time and will use the proceeds for general corporate purposes.

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

As of March 31, 2026, the Company had no outstanding balance under the Commercial Paper Program.

As of June 30, 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.

Safehold Inc.

Notes to Consolidated Financial Statements

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

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Among other things, these covenants may restrict the Company or certain of its subsidiaries’ ability to incur additional debt or liens, engage in certain mergers, consolidations and other fundamental changes, make other investments or pay dividends.

The Company’s 2.80 % Notes, 2.85 % Notes, 3.98 % Notes, 5.15 % Notes, 6.10 % Notes and 5.65 % Notes are subject to a financial covenant requiring a ratio of unencumbered assets to unsecured debt of at least 1.25 x and contain customary affirmative and negative covenants.

The Company’s 6.10 % Notes and 5.65 % Notes are also subject to a financial covenant limiting the incurrence of any secured debt that would cause the Company’s secured debt to total assets ratio to exceed 50 %.

The Company’s 3.98 % Notes and 5.15 % Notes contain a provision whereby they will be deemed to include additional financial covenants and negative covenants to the extent such covenants are incorporated into Portfolio Holdings’ and/or the Company’s existing or future material credit facilities, including the 2024 Unsecured Revolver, and to the extent such covenants are more favorable to the lenders under such material credit facilities than the covenants contained in the 3.98 % Notes and 5.15 % Notes.

The Company’s 2.80 % Notes, 2.85 % Notes, 3.98 % Notes, 5.15 % Notes, 6.10 % Notes, 5.65 % Notes and 6.615 % Notes are subject to a financial covenant requiring a ratio of unencumbered assets to unsecured debt of at least 1.25 x and contain customary affirmative and negative covenants.

The Company’s 6.10 % Notes , 5.65 % Notes and 6.615 % Notes are also subject to a financial covenant limiting the incurrence of any secured debt that would cause the Company’s secured debt to total assets ratio to exceed 50 %.

The Company’s 3.98 % Notes , 5.15 % Notes and 6.615 % Notes contain a provision whereby they will be deemed to include additional financial covenants and negative covenants to the extent such covenants are incorporated into Portfolio Holdings’ and/or the Company’s existing or future material credit facilities, including the 2024 Unsecured Revolver, and to the extent such covenants are more favorable to the lenders under such material credit facilities than the covenants contained in the 3.98 % Notes, 5.15 % Notes and 6.615 % Notes.

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

As of March 31, 2026, the Company was in compliance with all of its financial covenants.

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):

2026 (remaining nine months)

As of June 30, 2026, the Company was in compliance with all of its financial covenants.

Future Scheduled Maturities — As of June 30, 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):

2026 (remaining six months)

Total principal maturities

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Total debt obligations, net

(1) As of March 31, 2026, the Company’s weighted average maturity for its secured mortgages was 29.6 years.

(1) As of June 30, 2026, the Company’s weighted average maturity for its secured mortgages was 29.3 years.

Safehold Inc.

1 unchanged sentence

Note 11—Commitments and Contingencies

Lease Commitments —Future minimum lease obligations under non-cancelable operating leases as of March 31, 2026 are as follows ($ in thousands):

2026 (remaining nine months)

Lease Commitments —Future minimum lease obligations under non-cancelable operating leases as of June 30, 2026 are as follows ($ in thousands):

2026 (remaining six months)

Total undiscounted cash flows (1)

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For operating leases, lease liabilities were discounted at the Company’s weighted average incremental secured borrowing rate for similar collateral estimated to be 5.5 % and the weighted average remaining lease term is 16.5 years.

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.

During the three months ended June 30, 2026 and 2025, the Company made payments of $ 0.2 million and $ 1.4 million, respectively, related to its operating leases.

During the six months ended June 30, 2026 and 2025, the Company made payments of $ 0.3 million and $ 2.8 million, respectively, related to its operating leases.

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

As of March 31, 2026, the Company had $ 137.0 million of such commitments, excluding commitments to be funded by noncontrolling interests.

As of June 30, 2026, the Company had $ 188.5 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.

As of March 31, 2026, the Company had $ 150.3 million of such commitments.

As of June 30, 2026, the Company had $ 143.8 million of such commitments.

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

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

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

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

On May 11, 2026, the Company sent the tenant (TD 135 West 50 LLC a/k/a TD 135 West 50, LLC) under one of its New York office properties a lease termination notice for certain breaches, among other things, related to its failure to pay property taxes as required under the lease.

Additionally, the Company commenced a lawsuit against the tenant in the Supreme Court of the State of New York, County of New York, captioned 135 West 50th Street Ground Owner LLC

Safehold Inc.

Notes to Consolidated Financial Statements

TD 135 West 50 LLC , Index No.

652773/2026 (the “First Action”), asserting claims for declaratory and injunctive relief, including a declaration that the tenant’s lease has been terminated and an order of ejectment, as well as for certain monetary damages.

On May 20, 2026, the tenant commenced a separate action against the Company in the Supreme Court of the State of New York, County of New York, captioned TD 135 West 50 LLC v.

135 West 50th Street Ground Owner LLC , Index No.

156448/2026 (the “Second Action” and, collectively, with the First Action, the “Lawsuits”), asserting claims for declaratory and injunctive relief, including a declaration that the Company’s termination notice is not a viable predicate for termination of the lease, as well as damages for an alleged breach of the implied covenant of good faith and fair dealing in an amount to be determined at trial.

On June 4, 2026, a Justice of the Supreme Court entered an order to show cause and a temporary restraining order (“TRO”) stating that, pending determination of tenant’s pending motion for a preliminary injunction, the Company is stayed from, inter alia, taking further action upon its termination notice or taking further steps to prosecute its ejectment action, terminate or purport to terminate the lease based on the allegations contained in termination notice, or otherwise interfere with the tenant’s tenancy.

On June 12, 2026, the Company filed a motion in the Appellate Division of the Supreme Court, First Department, for an order modifying the TRO, and the tenant filed an answer to the Company’s complaint in the First Action, in which it denied that the Company is entitled to any of the relief sought therein.

The tenant’s motion for a preliminary injunction in the Second Action, and the Company’s motion for an order modifying the TRO, both remain pending at this time.

The Company maintains that the tenant’s claims and allegations lack merit and the lease has been duly terminated, and it intends to defend vigorously against all claims asserted by the tenant in the Second Action, and to pursue all available rights and remedies in respect of its termination of the tenant’s lease.

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

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

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Notes to Consolidated Financial Statements

The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of March 31, 2026 and December 31, 2025 ($ in thousands):

March 31, 2026

The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of June 30, 2026 and December 31, 2025 ($ in thousands):

June 30, 2026

December 31, 2025

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Deferred expenses and other assets, net

(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.

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 .

(1) As of June 30, 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.

The Company also has a designated derivative outstanding with a $ 25.0 million notional amount that matures in December 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 $ 1.1 million related to cash flow hedges will be reclassified from “Accumulated other comprehensive income (loss)” as an increase to interest expense.

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

The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three months ended March 31, 2026 and 2025 ($ in thousands):

The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2026 and 2025 ($ in thousands):

Amount of Gain

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Derivatives Designated in Hedging Relationships

For the Three Months Ended March 31, 2026

For the Three Months Ended June 30, 2026

Interest rate swaps

Interest expense

For the Three Months Ended March 31, 2025

For the Three Months Ended June 30, 2025

Interest rate swaps

Interest expense

For the Six Months Ended June 30, 2026

Interest rate swaps

Interest expense

For the Six Months Ended June 30, 2025

Interest rate swaps

Interest expense

Note 13—Equity

Common Stock —As of March 31, 2026, the Company has one class of common stock outstanding.

Common Stock —As of June 30, 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.

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

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

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

Safehold Inc.

Notes to Consolidated Financial Statements

sources of its funding.

Through March 31, 2026, the Company has no t sold any shares of its common stock through the Primary Sales Agreement.

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

Through June 30, 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.

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

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.

As of March 31, 2026, the Company had $ 46.6 million remaining under the share repurchase authorization.

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.

During the six months ended June 30, 2026, the Company repurchased 1.1 million shares of its outstanding common stock for $ 16.3 million, representing an average cost of $ 15.00 per share, including fees.

As of June 30, 2026, the Company had $ 33.7 million remaining under the share repurchase authorization.

Subsequent to June 30, 2026, the Company repurchased 0.2 million shares of its outstanding common stock for $ 3.7 million, representing an average cost of $ 16.40 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.

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Grants under the LTIP are recognized as compensation costs ratably over the applicable vesting period and recorded in “General and administrative” in the Company’s consolidated statements of operations.

As of March 31, 2026, an aggregate of 523,783 shares of the Company’s common stock remains available for issuance under the LTIP.

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 .

In May 2026, the Company issued an aggregate 39,989 shares of its common stock with a grant date fair value of $ 14.61 per share to its directors that vest after one year in consideration for their annual service as directors.

In May 2026, the Company issued awards under the LTIP to certain employees that are subject to certain stock price hurdles that are market conditions.

These awards have seven tranches, each representing a different stock price hurdle.

For each tranche to vest, during the performance period ending February 2031, the Company’s 30 trading day trailing average trading price must equal or exceed the stock price targets.

In addition, an investment origination hurdle must be met alongside a continuous service requirement for each employee.

Upon attainment of these metrics, the awards will vest in February 2031, subject to earlier vesting in the case of certain terminations of employment.

In May 2026, the Company issued awards under the LTIP to certain employees subject to performance obligations.

These awards have three tranches each representing a different investment origination hurdle.

Each tranche of awards will vest in December 2028 provided the investment origination hurdle has been met prior to July 2028 and subject to earlier vesting in the case of certain terminations of employment.

In addition to the investment origination hurdles, there is also a continuous service requirement for each employee.

In May 2026, the LTIP was amended to increase the aggregate number of shares of the Company’s common stock available for issuance.

As of June 30, 2026, an aggregate of 2,720,900 shares of the Company’s common stock remains available for issuance under the LTIP.

As of June 30, 2026, there was $ 22.2 million of total unrecognized compensation cost related to all unvested restricted stock units that is expected to be recognized over a weighted average remaining vesting/service period of 3.6 years .

Safehold Inc.

Notes to Consolidated Financial Statements

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

As of 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.

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.

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.

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.

As of June 30, 2026, all outstanding Caret units awarded under the Caret Performance Incentive Plan are fully vested except for (i) Caret units granted 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;

(ii) Caret units granted to one employee in December 2025 that will vest pro rata annually over a five-year period, subject to continued employment and service conditions;

(iii) Caret units granted to one employee in May 2026 that will vest pro rata annually over a five-year period, subject to continued employment and service conditions;

and (iv) Caret units granted to employees in May 2026 that will cliff vest on May 15, 2031, subject to continued employment and service conditions.

As of June 30, 2026, there was $ 9.7 million of total unrecognized compensation cost related to all unvested Caret units that is expected to be recognized over a remaining vesting/service period of 2.8 years.

As of June 30, 2026, Caret Performance Incentive Plan participants held 1,475,604 Caret units, representing 15.4 % of the outstanding Caret units and 12.3 % of the authorized Caret units, and 14,396 Caret units remain available for issuance under the Caret Performance Incentive Plan.

During the three months ended June 30, 2026 and 2025, the Company recognized $ 1.0 million and $ 0.3 million, respectively, of expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets.

During the six months ended June 30, 2026 and 2025, the Company recognized $ 1.8 million and $ 0.7 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.

Each participant may contribute on a pretax basis up to the maximum percentage

Safehold Inc.

Notes to Consolidated Financial Statements

of compensation and dollar amount permissible under Section 402(g) of the Internal Revenue Code not to exceed the limits of Code Sections 401(k), 404 and 415.

Each participant may contribute on a pretax basis up to the maximum percentage of compensation and dollar amount permissible under Section 402(g) of the Internal Revenue Code not to exceed the limits of Code Sections 401(k), 404 and 415.

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

The Company made gross contributions of $ 0.4 million and $ 0.4 million, respectively, for the three months ended March 31, 2026 and 2025.

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

3 unchanged sentences

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

During the 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.

During the six months ended June 30, 2026 and 2025, the

Safehold Inc.

Notes to Consolidated Financial Statements

Company declared cash dividends on its common stock of $ 25.5 million, or $ 0.354 per share, and $ 25.6 million, or $ 0.354 per share, respectively.

Note 14—Earnings Per Share

2 unchanged sentences

Three Months Ended

Six Months Ended

Net income (loss)

3 unchanged sentences

Three Months Ended

Six Months Ended

Earnings attributable to common shares:

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

Safehold Inc.

Notes to Consolidated Financial Statements

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.

2 unchanged sentences

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

Safehold Inc.

Notes to Consolidated Financial Statements

Star Holdings

12 unchanged sentences

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.

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.

As of March 31, 2026, Star Holdings owned approximately 18.8 % of the Company’s common stock outstanding through a wholly-owned subsidiary.

During the three months ended June 30, 2026 and 2025, the Company recorded $ 1.9 million and $ 2.7 million, respectively, in management fees from Star Holdings.

During the six months ended June 30, 2026 and 2025, the Company

Safehold Inc.

Notes to Consolidated Financial Statements

recorded $ 4.0 million and $ 6.3 million, respectively, in management fees from Star Holdings.

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

As of June 30, 2026, Star Holdings owned approximately 19.0 % of the Company’s common stock outstanding through a wholly-owned subsidiary.

In April 2023, the Company, Portfolio Holdings and Star Investment Holdings SPV LLC (“Star Investment Holdings”), a subsidiary of Star Holdings, entered into an ATM Equity Offering Sales Agreement (the “Selling Stockholder Sales Agreement”) with the sales agents named therein pursuant to which Star Investment Holdings may sell, 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.

13 unchanged sentences

Notes to Consolidated Financial Statements

The Company’s income statement segment information is as follows for the three months ended March 31, 2026 ($ in thousands):

The Company’s income statement segment information is as follows for the three and six months ended June 30, 2026 ($ in thousands):

Three Months Ended June 30, 2026

Interest income from sales-type leases

14 unchanged sentences

Segment profit (loss)

Six Months Ended June 30, 2026

Interest income from sales-type leases

Operating lease income

Hotel revenues

Interest income

Total revenues

Costs and expenses and other items:

Interest expense - cash

Interest expense - non-cash

Hotel expenses

Depreciation and amortization

General and administrative - public company costs (1)

General and administrative - stock-based compensation (1)

(Provision for) recovery of credit losses

Earnings (losses) from equity method investments

Other segment items (2)

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.

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.

During the three and six months ended June 30, 2026, the Company earned $ 1.9 million and $ 4.0 million, respectively, in management fees from Star Holdings.

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

(2) Includes real estate expense and other expenses.

As of March 31, 2026, approximately $ 89.3 million of total assets were attributable to the Hotel Operations segment.

As of June 30, 2026, approximately $ 92.8 million of total assets were attributable to the Hotel Operations segment.

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.

What changed 10-Q

Item 1. Financial Statements