Item 1. Financial Statements
Item 1. Financial Statements
Safehold Inc.
Consolidated Balance Sheets (1)
(In thousands)
(unaudited)
June 30,
December 31,
2026
2025
ASSETS
Net investment in sales-type leases ($ 11,138 and $ 10,750 of allowances as of June 30, 2026 and December 31, 2025, respectively)
$
3,674,566
$
3,563,675
Ground Lease receivables, net ($ 5,134 and $ 4,872 of allowances as of June 30, 2026 and December 31, 2025, respectively)
2,130,999
2,003,931
Real estate
Real estate, at cost
743,822
740,971
Less: accumulated depreciation
( 55,321 )
( 52,222 )
Real estate, net
688,501
688,749
Real estate-related intangible assets, net
202,247
204,016
Real estate available and held for sale
—
2,028
Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale
890,748
894,793
Loans receivable, net ($ 492 and $ 328 of allowances as of June 30, 2026 and December 31, 2025, respectively)
64,986
46,088
Loans receivable, net - related party ($ 2,275 and $ 2,223 of allowances as of June 30, 2026 and December 31, 2025, respectively)
112,550
112,556
Equity investments
291,766
280,850
Cash and cash equivalents
15,922
21,705
Restricted cash
10,182
9,031
Deferred tax asset, net
3,271
3,516
Deferred operating lease income receivable
256,107
241,100
Deferred expenses and other assets, net (2)
68,927
72,030
Total assets
$
7,520,024
$
7,249,275
LIABILITIES AND EQUITY
Liabilities:
Accounts payable, accrued expenses and other liabilities
$
171,591
$
161,420
Real estate-related intangible liabilities, net
61,673
62,089
Debt obligations, net
4,653,713
4,585,887
Total liabilities
4,886,977
4,809,396
Commitments and contingencies (refer to Note 11)
Redeemable noncontrolling interests
800
—
Equity:
Safehold Inc. shareholders' equity:
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
711
717
Additional paid-in capital
2,187,162
2,199,265
Retained earnings
199,294
165,737
Accumulated other comprehensive income (loss)
51,979
42,592
Total Safehold Inc. shareholders' equity
2,439,146
2,408,311
Noncontrolling interests
193,101
31,568
Total equity
2,632,247
2,439,879
Total liabilities and equity
$
7,520,024
$
7,249,275
(1) Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).
(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.
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Safehold Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Revenues:
Interest income from sales-type leases
$
76,902
$
70,642
$
151,936
$
140,306
Operating lease income
15,806
16,706
35,962
38,088
Hotel revenues
15,937
—
25,801
—
Interest income (1)
3,291
2,712
6,400
5,045
Other income (2)
2,710
3,782
5,401
8,080
Total revenues
114,646
93,842
225,500
191,519
Costs and expenses:
Interest expense
55,188
51,265
108,703
101,691
Hotel expenses
13,932
—
26,127
—
Real estate expense
770
881
2,080
2,039
Depreciation and amortization
1,849
2,127
3,697
4,323
General and administrative
14,343
12,954
29,646
27,086
Provision for (recovery of) credit losses
270
2,350
768
4,646
Other expense
38
346
676
2,514
Total costs and expenses
86,390
69,923
171,697
142,299
Income (loss) from operations before other items
28,256
23,919
53,803
49,220
Earnings (losses) from equity method investments
3,861
4,912
7,896
9,904
Net income (loss) before income taxes
32,117
28,831
61,699
59,124
Income tax expense
( 1,394 )
( 862 )
( 2,079 )
( 1,745 )
Net income (loss)
30,723
27,969
59,620
57,379
Net (income) loss attributable to noncontrolling interests
( 568 )
( 22 )
( 604 )
( 68 )
Net income (loss) attributable to Safehold Inc. common shareholders
$
30,155
$
27,947
$
59,016
$
57,311
Per common share data:
Net income (loss)
Basic
$
0.42
$
0.39
$
0.82
$
0.80
Diluted
$
0.42
$
0.39
$
0.82
$
0.80
Weighted average number of common shares:
Basic
71,457
71,740
71,633
71,631
Diluted
71,581
71,801
71,777
71,718
(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.
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Safehold Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(unaudited)
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Net income (loss)
$
30,723
$
27,969
$
59,620
$
57,379
Other comprehensive income (loss):
Reclassification of (gains) losses on derivatives into earnings
284
( 530 )
562
( 1,049 )
Unrealized gain (loss) on derivatives
4,255
6,900
8,825
( 6,213 )
Other comprehensive income (loss):
4,539
6,370
9,387
( 7,262 )
Comprehensive income (loss)
35,262
34,339
69,007
50,117
Comprehensive (income) loss attributable to noncontrolling interests
( 568 )
( 22 )
( 604 )
( 68 )
Comprehensive income (loss) attributable to Safehold Inc.
$
34,694
$
34,317
$
68,403
$
50,049
The accompanying notes are an integral part of the consolidated financial statements.
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Safehold Inc.
Consolidated Statements of Changes in Equity
(In thousands)
(unaudited)
Retained
Accumulated
Common
Additional
Earnings
Other
Stock at
Paid-In
(Accumulated
Comprehensive
Noncontrolling
Total
Par
Capital
Deficit)
Income (Loss)
Interests
Equity
Balance at March 31, 2026
$
718
$
2,198,355
$
181,797
$
47,440
$
32,378
$
2,460,688
Net income (loss)
—
—
30,155
—
568
30,723
Issuance of common stock, net / amortization
—
470
—
—
963
1,433
Dividends declared ($ 0.177 per share)
—
—
( 12,658 )
—
—
( 12,658 )
Change in accumulated other comprehensive income (loss)
—
—
—
4,539
—
4,539
Contribution from noncontrolling interests
—
1,229
—
—
159,212
160,441
Distributions to noncontrolling interests
—
—
—
—
( 20 )
( 20 )
Repurchase of common stock
( 7 )
( 12,892 )
—
—
—
( 12,899 )
Balance at June 30, 2026
$
711
$
2,187,162
$
199,294
$
51,979
$
193,101
$
2,632,247
Balance at March 31, 2025
$
717
$
2,195,721
$
119,034
$
35,360
$
30,344
$
2,381,176
Net income (loss)
—
—
27,947
—
22
27,969
Issuance of common stock, net / amortization
—
1,038
—
—
327
1,365
Dividends declared ($ 0.177 per share)
—
—
( 12,795 )
—
—
( 12,795 )
Change in accumulated other comprehensive income (loss)
—
—
—
6,370
—
6,370
Distributions to noncontrolling interests
—
—
—
—
( 18 )
( 18 )
Balance at June 30, 2025
$
717
$
2,196,759
$
134,186
$
41,730
$
30,675
$
2,404,067
Balance at December 31, 2025
$
717
$
2,199,265
$
165,737
$
42,592
$
31,568
$
2,439,879
Net income (loss)
—
—
59,016
—
604
59,620
Issuance of common stock, net / amortization
3
4,378
—
—
1,776
6,157
Dividends declared ($ 0.354 per share)
—
—
( 25,459 )
—
—
( 25,459 )
Change in accumulated other comprehensive income (loss)
—
—
—
9,387
—
9,387
Contribution from noncontrolling interests
—
1,229
—
—
159,212
160,441
Distributions to noncontrolling interests
—
—
—
—
( 39 )
( 39 )
Redemption and transfer of noncontrolling interests
—
( 1,420 )
—
—
( 20 )
( 1,440 )
Repurchase of common stock
( 9 )
( 16,290 )
—
—
—
( 16,299 )
Balance at June 30, 2026
$
711
$
2,187,162
$
199,294
$
51,979
$
193,101
$
2,632,247
Balance at December 31, 2024
$
714
$
2,191,840
$
102,472
$
48,992
$
30,009
$
2,374,027
Net income (loss)
—
—
57,311
—
68
57,379
Issuance of common stock, net / amortization
3
5,028
—
—
656
5,687
Dividends declared ($ 0.354 per share)
—
—
( 25,597 )
—
—
( 25,597 )
Change in accumulated other comprehensive income (loss)
—
—
—
( 7,262 )
—
( 7,262 )
Distributions to noncontrolling interests
—
—
—
—
( 42 )
( 42 )
Redemption of noncontrolling interests
—
( 109 )
—
—
( 16 )
( 125 )
Balance at June 30, 2025
$
717
$
2,196,759
$
134,186
$
41,730
$
30,675
$
2,404,067
The accompanying notes are an integral part of the consolidated financial statements.
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Safehold Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
For the Six Months Ended
June 30,
2026
2025
Cash flows from operating activities:
Net income (loss)
$
59,620
$
57,379
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation and amortization
3,697
4,323
Stock-based compensation expense
7,168
6,568
Deferred operating lease income
( 15,007 )
( 15,208 )
Non-cash interest income from sales-type leases
( 53,702 )
( 49,506 )
Non-cash interest expense
7,390
6,882
Amortization of real estate-related intangibles, net
928
1,155
Write-off of investment in preferred equity
—
1,945
Provision for (recovery of) credit losses
768
4,646
(Earnings) losses from equity method investments
( 7,896 )
( 9,904 )
Distributions from operations of equity method investments
3,109
4,795
Amortization of premium, discount and deferred financing costs on debt obligations, net
4,464
4,097
Proceeds received from derivative transactions
17,247
13,127
Other operating activities
1,315
( 1,414 )
Changes in assets and liabilities:
Changes in deferred expenses and other assets, net
( 4,709 )
2,251
Changes in accounts payable, accrued expenses and other liabilities
1,643
5,766
Cash flows provided by (used in) operating activities
26,035
36,902
Cash flows from investing activities:
Origination/acquisition of net investment in sales-type leases and Ground Lease receivables
( 184,857 )
( 81,293 )
Origination and fundings of loans receivable, net
( 18,923 )
( 42,090 )
Contributions to equity method investments
( 6,129 )
( 15,387 )
Distributions from equity method investments
—
9,528
Net proceeds received from sale of real estate available and held for sale
1,402
1,809
Proceeds received from derivative transactions
1,678
3,351
Other investing activities
( 1,767 )
121
Cash flows provided by (used in) investing activities
( 208,596 )
( 123,961 )
Cash flows from financing activities:
Proceeds from debt obligations
1,622,000
543,000
Repayments of debt obligations
( 1,556,000 )
( 420,000 )
Payments for deferred financing costs
( 2,469 )
( 441 )
Dividends paid to common shareholders
( 25,789 )
( 25,538 )
Repurchase of common stock
( 16,050 )
—
Payment of offering costs in connection with joint venture (refer to Note 4)
( 9,962 )
—
Payments for withholding taxes upon vesting for stock-based compensation
( 3,465 )
( 3,975 )
Redemption of noncontrolling interests
( 604 )
( 125 )
Contributions from noncontrolling interests
170,520
—
Distributions to noncontrolling interests
( 32 )
( 43 )
Other financing activities
( 220 )
—
Cash flows provided by (used in) financing activities
177,929
92,878
Changes in cash, cash equivalents and restricted cash
( 4,632 )
5,819
Cash, cash equivalents and restricted cash at beginning of period
30,736
17,118
Cash, cash equivalents and restricted cash at end of period
$
26,104
$
22,937
Reconciliation of cash and cash equivalents and restricted cash presented on the consolidated statements of cash flows
Cash and cash equivalents
$
15,922
$
13,907
Restricted cash
10,182
9,030
Total cash and cash equivalents and restricted cash
$
26,104
$
22,937
Supplemental disclosure of non-cash investing and financing activity:
Dividends declared to common shareholders
$
12,754
$
12,789
Non-cash interest accrued to debt balances
2,179
2,123
Accrued loan acquisition costs
173
1,525
Accrued acquisition costs
1,145
—
The accompanying notes are an integral part of the consolidated financial statements.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 1—Business and Organization
Business —On March 31, 2023, Safehold Inc. (“Old Safe”) merged with and into iStar Inc. (“iStar”), at which time Old Safe ceased to exist and iStar continued as the surviving corporation and changed its name to “Safehold Inc.” (the “Merger”). Unless context otherwise requires, references to “the Company” refer to the business and operations of Old Safe and its consolidated subsidiaries prior to the Merger, and to Safehold Inc. (formerly iStar) and its consolidated subsidiaries following the consummation of the Merger. The Company is internally managed and operates its business through 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). 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. 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, 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. The Company’s CPI lookbacks are generally capped between 3.0 % - 3.5 % and generally start between years 11 and 21 of the lease term. In the event cumulative inflation growth for the lookback period exceeds the cap, these rent adjustments may not keep up fully with changes in inflation.
The Company intends to target investments in long-term Ground Leases in which: (i) the initial cost of its Ground Lease represents 30 % to 45 % of the combined value of the land and buildings and improvements thereon as if there was no Ground Lease on the land (“Combined Property Value”); (ii) the ratio of property net operating income to the Ground Lease payment due the Company (“Ground Rent Coverage”) is between 2.0 x to 4.5 x, and for this purpose the Company uses estimates of the stabilized property net operating income if it does not receive current tenant information and for properties under construction or in transition, in each case based on leasing activity at the property and available market information, including leasing activity at comparable properties in the relevant market; and (iii) the Ground Lease contains contractual rent escalation clauses or percentage rent that participates in gross revenues generated by the commercial real estate on the land. As Ground Lease lessor, the Company typically has the right to regain possession of its land and take ownership of the buildings and improvements thereon upon tenant default and the termination of the Ground Lease on account of such default. The Company believes that the Ground Lease structure provides an opportunity for potential value accretion through the reversion to the Company, as the Ground Lease owner, of the buildings and improvements on the land at the expiration or earlier termination of the lease, for no additional consideration from the Company.
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.
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
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Merger, was named Safehold Operating Partnership LP. The Company, management of the Company, employees and former employees of the Company, affiliates of MSD Partners, L.P. (“MSD Partners”) and other outside investors own the issued and outstanding equity of Portfolio Holdings.
Safehold Management Services Inc. (“SpinCo Manager”), a Delaware corporation and a subsidiary of the Company, is party to a management agreement with Star Holdings dated as of March 31, 2023, as amended, pursuant to which SpinCo Manager is operating and pursuing the orderly monetization of Star Holding’s assets. Star Holdings paid SpinCo Manager an annual management fee of $ 15.0 million for the annual term ended March 31, 2025 and $ 10.0 million for the annual term ended March 31, 2026. 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.
Note 2—Basis of Presentation and Principles of Consolidation
Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Form 10-Q and Article 10-01 of Regulation S-X for interim financial statements. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”).
The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain prior year amounts have been reclassified in the Company's consolidated financial statements and the related notes to conform to the current period presentation.
In the opinion of management, the accompanying consolidated financial statements contain all adjustments consisting of normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year.
Principles of Consolidation —The consolidated financial statements include the accounts and operations of the Company, its wholly-owned subsidiaries and VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.
Consolidated VIEs —The Company consolidates VIEs for which it is considered the primary beneficiary. As of 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 had $ 12.0 million of unfunded commitments related to consolidated VIEs as of June 30, 2026.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 3—Summary of Significant Accounting Policies
Significant Accounting Policies
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. Revenues and expenses from these hotel operations primarily include room reservations and food and beverage. Room revenues are derived from the occupancy of the Company’s hotel rooms and is driven by the occupancy and average daily rate charged. 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. Revenues are recognized as the services or products are provided. Room expenses include housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses primarily include food, beverage and the associated labor costs. The Company also incurs other costs from its hotel operations including marketing, insurance, management fees, ground rent, property taxes and other administrative costs. 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. The Financial Accounting Standards Board (“FASB”) guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy prioritizes the inputs to be used in valuation techniques to measure fair value: Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The Company determines the estimated fair values of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the Company and the Company’s own assumptions about market participant assumptions.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions):
As of June 30, 2026
As of December 31, 2025
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
Assets
Net investment in sales-type leases (1)
$
3,675
$
3,592
$
3,564
$
3,576
Ground Lease receivables (1)
2,131
2,215
2,004
2,159
Loans receivable, net (1)
65
65
46
46
Loans receivable, net - related party (1)
113
116
113
116
Cash and cash equivalents (2)
16
16
22
22
Restricted cash (2)
10
10
9
9
Liabilities
Debt obligations, net (1)
Level 1
1,430
1,391
1,429
1,414
Level 3
3,224
2,725
3,157
2,656
Total debt obligations, net
4,654
4,116
4,586
4,070
(1) The fair value of the Company’s net investment in sales-type leases, Ground Lease receivables, loans receivable, net and loans receivable, net – related party are classified as Level 3 within the fair value hierarchy . The fair value of the Company’s debt obligations traded in secondary markets are classified as Level 1 within the fair value hierarchy and the fair value of the Company’s debt obligations not traded in secondary markets are classified as Level 3 within the fair value hierarchy.
(2) The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values and are classified as Level 1 within the fair value hierarchy .
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”). ASU 2024-03 requires disclosure of additional information about specific cost and expense categories in the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. 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
The Company classifies certain of its Ground Leases as sales-type leases and records the leases within “Net investment in sales-type leases” on the Company’s consolidated balance sheets and records interest income in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In addition, the Company may enter into transactions whereby it acquires land and enters into Ground Leases directly with the seller. These Ground Leases qualify as sales-type leases and, as such, do not qualify for sale leaseback accounting and are accounted for as financing receivables in accordance with ASC 310 - Receivables and are included in “Ground Lease receivables” on the Company’s consolidated balance sheets. The Company records interest income from Ground Lease receivables in “Interest income from sales-type leases” in the Company’s consolidated statements of operations.
In 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
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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. Each party’s commitment is discretionary. The joint venture is a voting interest entity and the Company consolidates the joint venture in its financial statements due to its controlling interest. The Company receives a management fee, measured on an asset-by-asset basis, equal to 25 basis points on invested equity for such asset for the first five years following its acquisition, and 15 basis points on invested equity thereafter. The Company will also receive a promote of 15 % over a 9 % internal rate of return, subject to a 1.275 x multiple on invested capital. Since formation through August 30, 2024, the joint venture acquired nine Ground Leases for an aggregate purchase price of $ 170.4 million, of which $ 101.2 million had been funded as of August 30, 2024. On August 30, 2024, the Company acquired its partners’ share of the outstanding commitment for all existing Ground Leases in the venture for $ 48.3 million. The excess of the purchase price and related transaction costs over the carrying value of $ 46.0 million was recorded as a reduction to additional paid-in capital in the Company’s consolidated statement of changes in equity. The venture remains in place, and the partner's participation right in certain qualifying Ground Lease investment opportunities expired on September 30, 2024.
The Company’s net investment in sales-type leases were comprised of the following ($ in thousands):
June 30, 2026
December 31, 2025
Total undiscounted cash flows (1)
$
35,845,586
$
34,314,838
Unguaranteed estimated residual value (1)
3,143,707
3,099,768
Present value discount
( 35,303,589 )
( 33,840,181 )
Allowance for credit losses
( 11,138 )
( 10,750 )
Net investment in sales-type leases
$
3,674,566
$
3,563,675
(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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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
Ground Lease
Sales-type Leases
Receivables
Total
Six Months Ended June 30, 2026
Beginning balance
$
3,563,675
$
2,003,931
$
5,567,606
Origination/acquisition/fundings (1)
77,182
107,725
184,907
Accretion
34,097
19,605
53,702
(Provision for) recovery of credit losses
( 388 )
( 262 )
( 650 )
Ending balance (2)
$
3,674,566
$
2,130,999
$
5,805,565
Net Investment in
Ground Lease
Sales-type Leases
Receivables
Total
Six Months Ended June 30, 2025
Beginning balance
$
3,454,953
$
1,833,398
$
5,288,351
Origination/acquisition/fundings (1)
25,770
54,948
80,718
Accretion
32,043
17,463
49,506
(Provision for) recovery of credit losses
( 1,509 )
( 1,926 )
( 3,435 )
Ending balance (2)
$
3,511,257
$
1,903,883
$
5,415,140
(1) The net investment in sales-type leases is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. For newly originated or acquired Ground Leases, the Company’s estimate of residual value equals the fair value of the land at lease commencement.
(2) As of 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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Allowance for Credit Losses —Changes in the Company’s allowance for credit losses on net investment in sales-type leases for the three and six months ended June 30, 2026 and 2025 were as follows ($ in thousands):
Net investment in sales-type leases
Stabilized
Development
Unfunded
Three Months Ended June 30, 2026
Properties
Properties
Commitments
Total
Allowance for credit losses at beginning of period
$
10,346
$
600
$
31
$
10,977
Provision for (recovery of) credit losses (1)
144
48
19
211
Allowance for credit losses at end of period (2)
$
10,490
$
648
$
50
$
11,188
Three Months Ended June 30, 2025
Allowance for credit losses at beginning of period
$
7,228
$
469
$
—
$
7,697
Provision for (recovery of) credit losses(1)
605
28
30
663
Allowance for credit losses at end of period (2)
$
7,833
$
497
$
30
$
8,360
Six Months Ended June 30, 2026
Allowance for credit losses at beginning of period
$
10,214
$
536
$
32
$
10,782
Provision for (recovery of) credit losses (1)
276
112
18
406
Allowance for credit losses at end of period (2)
$
10,490
$
648
$
50
$
11,188
Six Months Ended June 30, 2025
Allowance for credit losses at beginning of period
$
6,385
$
436
$
—
$
6,821
Provision for (recovery of) credit losses (1)
1,448
61
30
1,539
Allowance for credit losses at end of period (2)
$
7,833
$
497
$
30
$
8,360
(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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Changes in the Company’s allowance for credit losses on Ground Lease receivables for the three and six months ended June 30, 2026 and 2025 were as follows ($ in thousands):
Ground Lease receivables
Stabilized
Development
Unfunded
Three Months Ended June 30, 2026
Properties
Properties
Commitments
Total
Allowance for credit losses at beginning of period
$
3,646
$
1,378
$
82
$
5,106
Provision for (recovery of) credit losses (1)
58
52
19
129
Allowance for credit losses at end of period (2)
$
3,704
$
1,430
$
101
$
5,235
Three Months Ended June 30, 2025
Allowance for credit losses at beginning of period
$
4,116
$
1,097
$
26
$
5,239
Provision for (recovery of) credit losses (1)
307
70
18
395
Allowance for credit losses at end of period (2)
$
4,423
$
1,167
$
44
$
5,634
Six Months Ended June 30, 2026
Allowance for credit losses at beginning of period
$
3,587
$
1,285
$
84
$
4,956
Provision for (recovery of) credit losses (1)
117
145
17
279
Allowance for credit losses at end of period (2)
$
3,704
$
1,430
$
101
$
5,235
Six Months Ended June 30, 2025
Allowance for credit losses at beginning of period
$
2,652
$
1,012
$
37
$
3,701
Provision for (recovery of) credit losses (1)
1,771
155
7
1,933
Allowance for credit losses at end of period (2)
$
4,423
$
1,167
$
44
$
5,634
(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. 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 Ground Lease receivables of $ 0.3 million and $ 1.9 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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of June 30, 2026 ($ in thousands):
Year of Origination
2026
2025
2024
2023
2022
Prior to 2022
Total
Net investment in sales-type leases
Stabilized properties
$
—
$
23,209
$
36,874
$
51,792
$
670,879
$
2,471,669
$
3,254,423
Development properties
54,369
44,960
116,101
22,717
39,549
153,585
431,281
Total
$
54,369
$
68,169
$
152,975
$
74,509
$
710,428
$
2,625,254
$
3,685,704
Year of Origination
2026
2025
2024
2023
2022
Prior to 2022
Total
Ground Lease receivables
Stabilized properties
$
29,462
$
38,453
$
—
$
20,167
$
160,460
$
896,052
$
1,144,594
Development properties
37,996
71,959
130,212
25,133
645,392
80,847
991,539
Total
$
67,458
$
110,412
$
130,212
$
45,300
$
805,852
$
976,899
$
2,136,133
The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of December 31, 2025 ($ in thousands):
Year of Origination
2025
2024
2023
2022
2021
Prior to 2021
Total
Net investment in sales-type leases
Stabilized properties
$
22,955
$
36,488
$
51,253
$
665,105
$
1,119,446
$
1,329,290
$
3,224,537
Development properties
21,606
114,401
22,498
39,194
123,669
28,520
349,888
Total
$
44,561
$
150,889
$
73,751
$
704,299
$
1,243,115
$
1,357,810
$
3,574,425
Year of Origination
2025
2024
2023
2022
2021
Prior to 2021
Total
Ground Lease receivables
Stabilized properties
$
38,076
$
—
$
19,950
$
158,930
$
204,531
$
655,451
$
1,076,938
Development properties
58,861
128,497
24,890
639,514
80,103
—
931,865
Total
$
96,937
$
128,497
$
44,840
$
798,444
$
284,634
$
655,451
$
2,008,803
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):
Fixed Bumps
Fixed Bumps
with
with Inflation
Fixed
Percentage
Adjustments
Bumps
Rent
Total
2026 (remaining six months)
$
57,438
$
4,507
$
847
$
62,792
2027
117,772
9,320
1,695
128,787
2028
121,054
9,595
1,746
132,395
2029
123,745
9,785
1,753
135,283
2030
127,021
11,005
1,753
139,779
Thereafter
31,448,633
3,513,757
284,160
35,246,550
Total undiscounted cash flows
$
31,995,663
$
3,557,969
$
291,954
$
35,845,586
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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
Ground
in Sales-type
Lease
Three Months Ended June 30, 2026
Leases
Receivables
Total
Cash
$
30,461
$
19,303
$
49,764
Non-cash
17,165
9,973
27,138
Total interest income from sales-type leases
$
47,626
$
29,276
$
76,902
Net Investment
Ground
in Sales-type
Lease
Three Months Ended June 30, 2025
Leases
Receivables
Total
Cash
$
28,724
$
16,801
$
45,525
Non-cash
16,228
8,889
25,117
Total interest income from sales-type leases
$
44,952
$
25,690
$
70,642
Net Investment
Ground
in Sales-type
Lease
Six Months Ended June 30, 2026
Leases
Receivables
Total
Cash
$
60,229
$
38,005
$
98,234
Non-cash
34,097
19,605
53,702
Total interest income from sales-type leases
$
94,326
$
57,610
$
151,936
Net Investment
Ground
in Sales-type
Lease
Six Months Ended June 30, 2025
Leases
Receivables
Total
Cash
$
57,627
$
33,173
$
90,800
Non-cash
32,043
17,463
49,506
Total interest income from sales-type leases
$
89,670
$
50,636
$
140,306
Note 5—Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale
The Company’s real estate assets consist of the following ($ in thousands):
As of
June 30, 2026
December 31, 2025
Land and land improvements, at cost
$
547,739
$
547,739
Buildings and improvements, at cost
196,083
193,232
Less: accumulated depreciation
( 55,321 )
( 52,222 )
Total real estate, net
$
688,501
$
688,749
Real estate-related intangible assets, net
202,247
204,016
Real estate available and held for sale
—
2,028
Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale
$
890,748
$
894,793
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Real estate-related intangible assets, net consist of the following items ($ in thousands):
As of June 30, 2026
Gross
Accumulated
Carrying
Intangible
Amortization
Value
Above-market lease assets, net (1)
$
186,002
$
( 25,998 )
$
160,004
In-place lease assets, net (2)
70,445
( 28,888 )
41,557
Other intangible assets, net
750
( 64 )
686
Total
$
257,197
$
( 54,950 )
$
202,247
As of December 31, 2025
Gross
Accumulated
Carrying
Intangible
Amortization
Value
Above-market lease assets, net (1)
$
186,002
$
( 24,658 )
$
161,344
In-place lease assets, net (2)
70,445
( 28,463 )
41,982
Other intangible assets, net
750
( 60 )
690
Total
$
257,197
$
( 53,181 )
$
204,016
(1) Above-market lease assets are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease is less than the present value of the contractual in-place rental cash flows. Above-market lease assets are amortized over the non-cancelable term of the leases.
(2) In-place lease assets are recognized during asset acquisitions and are estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases as well as the value associated with lost rental revenue during the assumed lease-up period. In-place lease assets are amortized over the non-cancelable term of the leases .
Real estate-related intangible liabilities, net consist of the following items ($ in thousands):
As of June 30, 2026
Gross
Accumulated
Carrying
Intangible
Amortization
Value
Below-market lease liabilities (1)
$
68,618
$
( 6,945 )
$
61,673
As of December 31, 2025
Gross
Accumulated
Carrying
Intangible
Amortization
Value
Below-market lease liabilities (1)
$
68,618
$
( 6,529 )
$
62,089
(1) Below-market lease liabilities are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease exceeds the present value of the contractual in-place rental cash flows. Below-market lease liabilities are amortized over the non-cancelable term of the leases.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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 June 30,
Intangible asset
Location
2026
2025
Above-market lease assets (decrease to income)
Operating lease income
$
670
$
784
In-place lease assets (decrease to income)
Depreciation and amortization
212
595
Other intangible assets (decrease to income)
Operating lease income
2
2
Income Statement
For the Six Months Ended June 30,
Intangible asset
Location
2026
2025
Above-market lease assets (decrease to income)
Operating lease income
$
1,340
$
1,567
In-place lease assets (decrease to income)
Depreciation and amortization
425
1,191
Other intangible assets (decrease to income)
Operating lease income
4
4
The estimated amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands): (1)
Year
Amount
2026 (remaining six months)
$
1,769
2027
3,538
2028
3,530
2029
3,523
2030
3,523
(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 June 30,
Intangible liability
Location
2026
2025
Below-market lease liabilities (increase to income)
Operating lease income
$
208
$
208
Income Statement
For the Six Months Ended June 30,
Intangible liability
Location
2026
2025
Below-market lease liabilities (increase to income)
Operating lease income
$
416
$
416
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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):
Fixed Bumps
Fixed
with
Bumps with
Inflation-
Inflation
Fixed
Percentage
Percentage
Year
Linked
Adjustments
Bumps
Rent (1)
Rent
Total
2026 (remaining six months)
$
3,915
$
9,295
$
1,183
$
2,903
$
210
$
17,506
2027
7,829
18,876
2,388
5,807
421
35,321
2028
7,829
19,224
2,421
5,807
304
35,585
2029
7,829
19,578
2,453
5,807
—
35,667
2030
7,829
19,939
2,490
5,807
—
36,065
Thereafter
442,143
4,270,824
425,745
13,643
—
5,152,355
(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. 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 the two hotel properties that reverted to it on January 1, 2026.
Note 6 — Loans Receivable, net
In the second quarter of 2025, the Company began originating leasehold loans in conjunction with certain of its Ground Leases. These leasehold loans allow the Company’s Ground Lease tenants to receive their full capital structure needs from one source. As of 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 5.98 %, assuming a SOFR rate of 3.65 % as of June 30, 2026 for the Company’s four floating rate loans.
18
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Credit Characteristics— As part of the Company’s process for monitoring the credit quality of its leasehold loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans. Risk ratings, which range from 1 (lower risk) to 5 (higher risk), are based on judgments which are inherently uncertain, and there can be no assurance that actual performance will be similar to current expectations. The Company designates loans as non-performing at such time as: (1) interest payments become 90 days delinquent; (2) the loan has a maturity default; or (3) management determines it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. All non-performing loans, if any, are placed on non-accrual status and income is only recognized in certain cases upon actual cash receipt. As of 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 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 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. Borrowings under the Star Holdings Term Loan Facility bear interest at a fixed rate of 8.00 % per annum, which may increase to 10.00 % per annum if any loans remain outstanding under the Incremental Term Loan Facility. On March 28, 2025, the Company and Star Holdings entered into an amendment to the Star Holdings Term Loan Facility that extended the maturity date by one year to March 31, 2028, provides that Star Holdings may re-borrow amounts that have been repaid on the Incremental Term Loan Facility and permits Star Holdings to repurchase up to $ 10.0 million in shares of its common stock, subject to certain conditions. The Star Holdings Term Loan Facility is secured by a first-priority perfected security pledge of all the equity interests in Star Holding’s primary real estate subsidiary. 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
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $ 50 million, to prepay the Star Holdings Term Loan Facility or alternatively, with the consent of the Company, Star Holdings may apply such cash to prepay its margin loan facility with Morgan Stanley Bank, N.A., which is secured by Star Holdings’ shares of the Company’s common stock, in lieu of any prepayment of the Star Holdings Term Loan Facility. The operating reserve is calculated on a quarterly basis and is equal to the aggregate of projected operating expenses (including payments to the Star Holdings local property consultants but excluding management fees and public company costs), projected land carry costs, projected capital expenditure and projected interest expense on the margin loan facility and the Star Holdings Term Loan Facility for the next twelve months; less the projected operating revenues for the next twelve months consistent with the operating budget approved by the Company.
The Star Holdings Term Loan Facility contains certain customary covenants, including affirmative covenants on reporting, maintenance of property, continued ownership of interests in the Company as well as negative covenants relating to investments, indebtedness and liens, fundamental changes, asset dispositions, repayments, distributions and affiliate transactions. Furthermore, the Star Holdings Term Loan Facility contains customary events of default, including payment defaults, failure to perform covenants, cross-default and cross acceleration to other indebtedness, including the margin loan facility, impairment of security interests and change of control.
During the 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.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 8—Equity Investments
The Company’s equity investments and its proportionate share of earnings (losses) from equity investments were as follows ($ in thousands):
Earnings from
Earnings from
Carrying Value
Equity Method Investments (1)
Equity Method Investments (1)
as of
For The Three Months Ended
For the Six Months Ended
June 30,
December 31,
June 30,
June 30,
2026
2025
2026
2025
2026
2025
Equity investment
425 Park Avenue
$
140,467
$
139,592
$
918
$
887
$
1,827
$
1,772
32 Old Slip
69,874
67,865
996
1,323
2,009
2,754
Ground Lease Plus Fund (1)
30,559
30,787
( 630 )
330
( 958 )
814
Leasehold Loan Fund (2)
50,866
42,606
2,577
2,372
5,018
4,564
Total
$
291,766
$
280,850
$
3,861
$
4,912
$
7,896
$
9,904
(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. The venture acquired the Ground Lease in November 2019. The Company has a 54.8 % noncontrolling equity interest in the venture and is the manager of the venture.
32 Old Slip —In June 2021, the Company acquired a 29.2 % noncontrolling equity interest in a Ground Lease at an office property in New York City.
Ground Lease Plus Fund —The Company manages a fund that targets the origination and acquisition of Ground Leases for commercial real estate projects that are in a pre-development phase (the “Ground Lease Plus Fund”). The Company owns a 53.2 % noncontrolling equity interest in the Ground Lease Plus Fund. The Company does not have a controlling interest in the Ground Lease Plus Fund due to the substantive participating rights of its partner and accounts for this investment as an equity method investment. The Company receives a fee from its partner in exchange for managing the entity and is also entitled to a promote payment on investments in the Ground Lease Plus Fund.
Leasehold Loan Fund —The Company manages a fund that targets customers that may require a mortgage leasehold loan as well as a Ground Lease (the “Leasehold Loan Fund”). The Company owns a 53.2 % noncontrolling equity interest in the Leasehold Loan Fund. The Company does not have a controlling interest in the Leasehold Loan Fund due to the substantive participating rights of its partner. The Company accounts for this investment as an equity method investment and receives a fixed annual administrative fee and an asset management fee from its partner in exchange for managing the entity. The Company is also entitled to a promote payment on certain investments in the Leasehold Loan Fund.
In February 2022, the Leasehold Loan Fund committed to provide a $ 130.0 million loan to the ground lessee of a Ground Lease originated by the Company. The loan was for the Ground Lease tenant’s recapitalization of a life science
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
property. In August 2025, the loan commitment was reduced to $ 30.0 million. 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. The loan was for the Ground Lease tenant’s recapitalization of a mixed-use property. In July 2025, the loan commitment was reduced to $ 55.5 million. As of 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 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):
As of
June 30, 2026
December 31, 2025
Operating lease right-of-use assets (1)
$
23,741
$
26,085
Interest rate hedge assets
11,202
21,315
Deferred finance costs, net (2)
9,095
11,536
Other assets (3)
23,480
12,211
Leasing costs, net
418
422
Corporate furniture, fixtures and equipment, net
991
461
Deferred expenses and other assets, net
$
68,927
$
72,030
(1) Operating lease right-of-use asset (and operating lease liability below) relates primarily to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $ 0.5 million, subject to adjustment for changes in the CPI, per year through 2044. 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. Prior to January 1, 2026 this expense was recorded in “Real estate expense” in the Company’s consolidated statements of operations. 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 $ 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):
As of
June 30, 2026
December 31, 2025
Interest payable
$
109,203
$
103,656
Other liabilities
22,564
19,495
Dividends declared and payable
13,217
13,559
Operating lease liabilities (1)
5,538
5,622
Accrued expenses (2)
21,069
19,088
Accounts payable, accrued expenses and other liabilities
$
171,591
$
161,420
(1) Refer to Note 11.
(2) As of June 30, 2026 and December 31, 2025, accrued expenses primarily includes accrued compensation, legal, audit and property expenses.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 10—Debt Obligations, net
The Company’s outstanding debt obligations consist of the following ($ in thousands):
As of
Interest
Scheduled
June 30, 2026
December 31, 2025
Rate (1)
Maturity Date (2)
Secured credit financing:
Mortgages
$
1,271,113
$
1,271,113
4.03
%
August 2027 to November 2069
Total secured credit financing (3)
1,271,113
1,271,113
Unsecured financing:
2.80 % senior notes
400,000
400,000
2.80
%
June 2031
2.85 % senior notes
350,000
350,000
2.85
%
January 2032
6.10 % senior notes
300,000
300,000
6.10
%
April 2034
5.65 % senior notes
400,000
400,000
5.65
%
January 2035
3.98 % senior notes
475,000
475,000
3.98
%
February 2052
5.15 % senior notes
166,657
164,478
5.15
%
May 2052
6.615 % senior notes
225,000
—
6.615
%
August 2056
2024 Unsecured Revolver
621,000
780,000
SOFR
plus 0.85
%
May 2029
2025 Unsecured Term Loan
400,000
400,000
SOFR
plus 0.90
%
November 2030
Trust preferred securities
100,000
100,000
Adjusted SOFR
plus 1.50
%
October 2035
Total unsecured financing
3,437,657
3,369,478
Total debt obligations
4,708,770
4,640,591
Debt premium, discount and deferred financing costs, net
( 55,057 )
( 54,704 )
Total debt obligations, net
$
4,653,713
$
4,585,887
(1) For mortgages, represents the weighted average stated interest rate over the term of the debt from funding through maturity based on the contractual payments owed excluding the effect of debt premium, discount and deferred financing costs. As of June 30, 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 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 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 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”). The 2.80 % Notes were issued at 99.127 % of par. The Company may redeem the 2.80 % Notes in whole at any time or in part from time to time prior to March 15, 2031, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100 % of the principal amount of the 2.80 % Notes being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. If the 2.80 % Notes are redeemed on or after March 15, 2031, the
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
redemption price will be equal to 100 % of the principal amount of the 2.80 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.
In November 2021, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $ 350.0 million aggregate principal amount of 2.85 % senior notes due January 2032 (the “ 2.85 % Notes”). The 2.85 % Notes were issued at 99.123 % of par. The Company may redeem the 2.85 % Notes in whole at any time or in part from time to time prior to October 15, 2031, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100 % of the principal amount of the 2.85 % Notes being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. If the 2.85 % Notes are redeemed on or after October 15, 2031, the redemption price will be equal to 100 % of the principal amount of the 2.85 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.
In January 2022, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $ 475.0 million aggregate principal amount of privately-placed 3.98 % senior notes due February 2052 (the “ 3.98 % Notes”). Safehold Operating Partnership LP elected to draw these funds in March 2022. The Company may, at its option, prepay at any time all, or from time to time any part of, the 3.98 % Notes, in an amount not less than 5 % of the aggregate principal amount of the 3.98 % Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid, and the applicable make-whole amount calculated in accordance with the indenture, for such tranche determined for the prepayment date with respect to such principal amount; provided, that, so long as no default or event of default shall then exist, at any time on or after November 15, 2051, the Company may, at its option, prepay all or any part of the 3.98 % Notes at 100 % of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date, without any make-whole amount.
In May 2022, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $ 150.0 million aggregate principal amount of privately-placed 5.15 % senior notes due May 2052 (the “ 5.15 % Notes”). The structure of the 5.15 % Notes features a stairstep coupon rate in which the Company will pay cash interest at a rate of 2.50 % in years 1 through 10, 3.75 % in years 11 through 20, and 5.15 % in years 21 through 30. The difference between the 5.15 % stated rate and the cash interest rate will accrue in each semi-annual payment period and be paid in kind by adding such accrued interest to the outstanding principal balance, to be repaid at maturity in May 2052. The Company may, at its option, prepay at any time all, or from time to time any part of, the 5.15 % Notes, in an amount not less than 5 % of the aggregate principal amount of the 5.15 % Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid, and the applicable make-whole amount calculated in accordance with the indenture; provided, that, so long as no default or event of default shall then exist, at any time on or after February 13, 2052, the Company may, at its option, prepay all or any part of the 5.15 % Notes at 100 % of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date, without any make-whole amount.
In February 2024, Portfolio Holdings (as issuer) and the Company (as guarantor) issued $ 300.0 million aggregate principal amount of 6.10 % senior notes due April 2034 (the “ 6.10 % Notes”). The 6.10 % Notes were issued at 98.957 % of the principal amount. The Company may redeem the 6.10 % Notes in whole at any time or in part from time to time prior to January 1, 2034, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100 % of the principal amount of the 6.10 % Notes being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. If the 6.10 % Notes are redeemed on or after January 1, 2034, the redemption price will be equal to 100 % of the principal amount of the 6.10 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
In November 2024, Portfolio Holdings (as issuer) and the Company (as guarantor) issued $ 400.0 million aggregate principal amount of 5.65 % senior notes due January 2035 (the “ 5.65 % Notes”). The 5.65 % Notes were issued at 98.812 % of the principal amount. The Company may redeem the 5.65 % Notes in whole at any time or in part from time to time prior to October 15, 2034, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100 % of the principal amount of the 5.65 % Notes being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. If the 5.65 % Notes are redeemed on or after October 15, 2034, the redemption price will be equal to 100 % of the principal amount of the 5.65 % Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.
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”). 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. On September 12, 2025, the Company entered into an amendment to the 2024 Unsecured Revolver that modified the applicable interest rate thereunder by removing the credit spread adjustment to SOFR. As a result of that amendment, the 2024 Unsecured Revolver has a borrowing rate of SOFR plus 0.85 %, subject to the Company’s credit ratings. The Company also pays a facility fee of 0.10 %, subject to the Company’s credit ratings. As of June 30, 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”). The 2025 Unsecured Term Loan has an extended maturity date of November 15, 2030, inclusive of two one-year extension options. The 2025 Unsecured Term Loan has a borrowing rate of SOFR plus 0.90 %, subject to the Company’s credit ratings. The 2025 Unsecured Term Loan also includes an accordion feature to increase the loan up to a maximum amount of $ 600.0 million, subject to certain conditions.
Trust Preferred Securities —The Company assumed trust preferred securities from iStar in connection with the Merger. The trust preferred securities bear interest at three-month Adjusted Term SOFR plus 1.50 % and mature in October 2035.
Commercial Paper Program — In June 2024, Portfolio Holdings, as issuer, entered into a new U.S. commercial paper program (the “Commercial Paper Program”) on a private placement basis, pursuant to which the Company may issue up to $ 750.0 million of short-term, unsecured commercial paper notes outstanding at any time, which are guaranteed by the Company.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Under the Commercial Paper Program, the Company may issue the commercial paper notes from time to time and will use the proceeds for general corporate purposes. The Commercial Paper Program is backed by the Company’s 2024 Unsecured Revolver. The commercial paper notes will be sold under customary terms in the commercial paper market and will rank pari passu with all of Portfolio Holding’s other unsecured senior indebtedness. The interest rates will vary based on the ratings assigned to the commercial paper notes by credit rating agencies and market conditions at the time of issuance. As of June 30, 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.
Debt Covenants —The Company is subject to financial covenants under the 2024 Unsecured Revolver and the 2025 Unsecured Term Loan, including maintaining: (i) a ratio of total unencumbered assets to total unsecured debt of at least 1.25 x; (ii) a consolidated fixed charge coverage ratio of at least 1.15 x, as such terms are defined in the documents governing the 2024 Unsecured Revolver and 2025 Unsecured Term Loan, as applicable; and (iii) limiting the incurrence of any secured debt that would cause the Company’s secured debt to total assets ratio to exceed 50 %. In addition, the 2024 Unsecured Revolver and 2025 Unsecured Term Loan contain customary affirmative and negative covenants. Among other things, these covenants may restrict the Company or certain of its subsidiaries’ ability to incur additional debt or liens, engage in certain mergers, consolidations and other fundamental changes, make other investments or pay dividends. 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 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):
Secured (1)
Unsecured
Total
2026 (remaining six months)
$
—
$
—
$
—
2027
10,000
—
10,000
2028
79,193
—
79,193
2029
—
621,000
621,000
2030
—
400,000
400,000
Thereafter
1,181,920
2,416,657
3,598,577
Total principal maturities
1,271,113
3,437,657
4,708,770
Debt premium, discount and deferred financing costs, net
( 25,379 )
( 29,678 )
( 55,057 )
Total debt obligations, net
$
1,245,734
$
3,407,979
$
4,653,713
(1) As of June 30, 2026, the Company’s weighted average maturity for its secured mortgages was 29.3 years.
26
Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 11—Commitments and Contingencies
Lease Commitments —Future minimum lease obligations under non-cancelable operating leases as of June 30, 2026 are as follows ($ in thousands): (1)
2026 (remaining six months)
$
379
2027
745
2028
752
2029
772
2030
788
Thereafter
7,190
Total undiscounted cash flows (1)
10,626
Present value discount (2)
( 5,088 )
Lease liabilities
$
5,538
(1) Includes cash flows that relate to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $ 0.5 million, subject to adjustment for changes in the CPI, per year through 2044.
(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 16.5 years. 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 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 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.
On October 22, 2025, the Company sent the tenant under the Park Hotels master lease (“Park Tenant”) a termination notice for all five hotels and commenced litigation against the Park Tenant and Park Intermediate Holdings LLC, guarantor under the master lease, for certain breaches, among other things, related to the maintenance and operations of the hotels. The litigation is captioned In re Park Hotels Litigation, C.A. No. 2025-1210-LWW, pending in the Delaware Court of Chancery. The Park Tenant has disputed the Company’s right to terminate the lease, and that issue, among others, is subject to the litigation, which includes counterclaims filed by the Park Tenant. Although the Company believes its claims 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
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
v. 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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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 12—Risk Management and Derivatives
In the normal course of its ongoing business operations, the Company encounters credit risk. Credit risk is the risk of default on the Company’s leases that result from a tenant’s inability or unwillingness to make contractually required payments.
Risk concentrations —Concentrations of credit risks arise when the Company has multiple leases with a particular tenant or credit party, or a number of the Company’s tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features, such that their ability to meet contractual obligations, including those to the Company, could be similarly affected by changes in economic conditions.
Although the Company’s Ground Leases are geographically diverse and the tenants operate in a variety of industries and property types, to the extent the Company has a significant concentration of interest income from sales-type leases or operating lease income from any tenant, the inability of that tenant to make its payment could have a material adverse effect on the Company. The Company did not have a significant concentration of interest income from sales-type leases or operating lease income from any tenant for the periods presented.
Derivative instruments and hedging activity —The Company’s use of derivative financial instruments has been associated with debt issuances and primarily limited to the utilization of interest rate swaps, interest rate caps and treasury locks to manage interest rate risk exposure. The Company does not enter into derivatives for trading purposes.
The Company recognizes derivatives, if any, as either assets or liabilities on the Company’s consolidated balance sheets at fair value. Interest rate hedge assets are recorded in “Deferred expenses and other assets, net” and interest rate hedge liabilities are recorded in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. If certain conditions are met, a derivative may be specifically designated as a hedge of the exposure to changes in the fair value of a recognized asset or liability, a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability.
For the Company’s derivatives designated and qualifying as cash flow hedges, changes in the fair value of the derivatives are reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. If an interest rate hedge is terminated prior to maturity it could result in a net derivative instrument gain or loss that continues to be reported in accumulated other comprehensive (loss) and is reclassified into earnings over the period of the original forecasted hedged transaction. However, if it is probable that the original forecasted hedged transaction will not occur by the end of the original specified time period, the derivative instrument gain or loss reported in accumulated other comprehensive income (loss) will be reclassified into earnings immediately. If a derivative includes an other-than-insignificant financing element at inception, when the Company is deemed to be the lender all cash inflows and outflows of the derivative are considered cash flows from investing activities in the Company’s consolidated statements of cash flows and when the Company is deemed to be the borrower all cash inflows and outflows of the derivative are considered cash flows from financing activities in the Company’s consolidated statements of cash flows.
For the Company’s derivatives not designated as hedges, the changes in the fair value of the derivatives are reported in “Interest expense” in the Company’s consolidated statements of operations. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of June 30, 2026 and December 31, 2025 ($ in thousands): (1)(2)
June 30, 2026
December 31, 2025
Fair
Fair
Balance Sheet
Derivative Type
Value
Value
Location
Assets
Interest rate swaps
$
11,202
$
21,315
Deferred expenses and other assets, net
Total
$
11,202
$
21,315
(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. The fair value of the Company’s derivatives is estimated using valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2 within the fair value hierarchy.
Credit Risk-Related Contingent Features —The Company reports derivative instruments, if any, on a gross basis in its consolidated financial statements. The Company has agreements with each of its derivative counterparties that contain a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2026 and 2025 ($ in thousands):
Amount of Gain
Amount of Gain
(Loss) Reclassified
(Loss) Recognized
from Accumulated
in Accumulated
Other
Location of Gain (Loss)
Other
Comprehensive
When Recognized in
Comprehensive
Income into
Derivatives Designated in Hedging Relationships
Income
Income
Earnings
For the Three Months Ended June 30, 2026
Interest rate swaps
Interest expense
$
4,255
$
( 284 )
For the Three Months Ended June 30, 2025
Interest rate swaps
Interest expense
$
6,900
$
530
For the Six Months Ended June 30, 2026
Interest rate swaps
Interest expense
$
8,825
$
( 562 )
For the Six Months Ended June 30, 2025
Interest rate swaps
Interest expense
$
( 6,213 )
$
1,049
Note 13—Equity
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
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Company from time to time but has no obligation to sell any of the Primary Shares. Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate sources of its funding. Through 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. The Company has no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. The share repurchase program does not have an expiration date. Any repurchased shares will be returned to the status of authorized but unissued shares of common stock. 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. The LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based performance awards. All awards under the LTIP are made at the discretion of the Company’s Board of Directors. Grants under the LTIP are recognized as compensation costs ratably over the applicable vesting period and recorded in “General and administrative” in the Company’s consolidated statements of operations. In May 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 .
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
Caret Performance Incentive Plan — The Company has a Caret performance incentive plan pursuant to which Caret units of Portfolio Holdings are reserved for grants of performance-based awards to participants, including certain officers, key employees, directors and service providers (the “Caret Performance Incentive Plan”). As of June 30, 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 of compensation and dollar amount permissible under Section 402(g) of the Internal Revenue Code not to exceed the limits of Code Sections 401(k), 404 and 415. At the discretion of the Company’s Board of Directors, the Company may make matching contributions on the participant’s behalf of up to 50 % of the participant’s contributions, up to a maximum of 10 % of the participants’ compensation. The Company made gross contributions of $ 0.5 million and $ 0.5 million, respectively, for the 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.
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.
Dividends —The Company (then known as iStar) elected to be taxed as a REIT beginning with its taxable year ended December 31, 1998. To qualify as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. During the six months ended June 30, 2026 and 2025, the
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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
Earnings per share (“EPS”) is calculated by dividing net income attributable to common shareholders by the weighted average number of shares outstanding for the period. The following tables present a reconciliation of net income used in the basic and diluted EPS calculations ($ and shares in thousands, except for per share data):
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Net income (loss)
$
30,723
$
27,969
$
59,620
$
57,379
Net (income) loss attributable to noncontrolling interests
( 568 )
( 22 )
( 604 )
( 68 )
Net income (loss) attributable to Safehold Inc. common shareholders for basic and diluted earnings per common share
$
30,155
$
27,947
$
59,016
$
57,311
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Earnings attributable to common shares:
Numerator for basic and diluted earnings per share:
Net income (loss) attributable to Safehold Inc. common shareholders - basic
$
30,155
$
27,947
$
59,016
$
57,311
Net income (loss) attributable to Safehold Inc. common shareholders - diluted
$
30,155
$
27,947
$
59,016
$
57,311
Denominator for basic and diluted earnings per share:
Weighted average common shares outstanding for basic earnings per common share
71,457
71,740
71,633
71,631
Add: Effect of assumed shares under treasury stock method for restricted stock units
124
61
144
87
Weighted average common shares outstanding for diluted earnings per common share
71,581
71,801
71,777
71,718
Basic and diluted earnings per common share:
Net income (loss) attributable to Safehold Inc. common shareholders - basic
$
0.42
$
0.39
$
0.82
$
0.80
Net income (loss) attributable to Safehold Inc. common shareholders - diluted
$
0.42
$
0.39
$
0.82
$
0.80
Note 15—Related Party Transactions
Acquisitions and Commitments
Following is a list of transactions in which the Company and other persons deemed to be related parties have participated for the periods presented. These transactions were approved by the Company’s independent directors in accordance with the Company’s policy with respect to related party transactions.
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
The Company entered into a discretionary commitment to fund up to $ 9.0 million of preferred equity in an entity that owned the leasehold interest under one of the Company’s office Ground Leases located in Washington, DC and through March 31, 2025, the Company funded $ 1.5 million of the commitment amount. At inception 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.
Star Holdings
On March 31, 2023, immediately prior to the closing of the Merger, the Company (then known as iStar Inc.) spun-off of its remaining legacy assets and certain other assets (the “Spin-Off”) pursuant to a separation and distribution agreement (the “Separation and Distribution Agreement”), dated as of March 31, 2023, by and between the Company and Star Holdings. The Separation and Distribution Agreement sets forth, among other things, Star Holdings’ agreements with the Company regarding the principal transactions necessary to separate Star Holdings from the Company. It also sets forth other agreements that govern certain aspects of Star Holdings’ relationship with the Company after the Spin-Off relating to the transfer of assets and assumption of liabilities, cash assets, release of claims, insurance, non-solicitation, segregation of accounts and other matters. The Separation and Distribution Agreement also includes a mutual release by Star Holdings, on the one hand, and the Company, on the other hand, of the other party from certain specified liabilities, as well as mutual indemnification covenants pursuant to which Star Holdings and the Company have agreed to indemnify each other from certain specified liabilities.
SpinCo Manager is party to a management agreement with Star Holdings, pursuant to which it will operate and pursue the orderly monetization of Star Holding’s assets. On March 28, 2025, the Company and Star Holdings entered into an amendment to the Management Agreement that increased the management fee payable in year four of the contract from $ 5.0 million to $ 7.5 million and increased the termination fee payable by Star Holdings in certain circumstances from $ 50.0 million to $ 55.0 million. Pursuant to the management agreement, Star Holdings paid to SpinCo Manager an annual management fee of $ 25.0 million for the 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. 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. The management agreement had an initial one-year term and now automatically renews for successive one-year terms each anniversary date thereafter unless previously terminated. The management agreement may be terminated by Star Holdings without cause by not less than one hundred eighty days ’ written notice to SpinCo Manager upon the affirmative vote of at least two-thirds of Star Holdings’ independent directors, provided, however, that if the date of termination occurs prior to March 31, 2027, the termination will be subject to payment of the applicable termination fee to SpinCo Manager. Star Holdings may also terminate the management agreement at any time with 30 days ’ prior written notice from Star Holdings’ board of trustees for “cause,” as defined in the management agreement.
In the event of a termination without cause by Star Holdings prior to March 31, 2027, Star Holdings will pay SpinCo Manager a termination fee of $ 55.0 million minus the aggregate amount of management fees actually paid to SpinCo Manager prior to the termination date. However, if Star Holdings has completed the liquidation of its assets on or before the termination date, the termination fee will consist of any portion of the annual management fee that remained unpaid for the remainder of the then current annual term.
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
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Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
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.
The Company and Star Holdings also entered into a governance agreement that places certain restrictions on the transfer and voting of the shares of the Company owned by Star Holdings, and a registration rights agreement under which the Company agreed to register such shares for resale in accordance with applicable securities laws. As of June 30, 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. Star Investment Holdings may sell the Selling Stockholder Shares in amounts and at times to be determined by Star Investment Holdings, subject to receiving the Company’s consent, from time to time but has no obligation to sell any of the Selling Stockholder Shares. Actual sales, if any, will depend on a variety of factors to be determined by Star Investment Holdings from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by Star Investment Holdings of the appropriate sources of its funding.
Note 16—Segment Reporting
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. 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). Subsequent to January 1, 2026, the Company operates its two hotel properties under a new reportable and operating “Hotel Operations” segment. All of the Company’s interest expense and general and administrative expenses are included in its Ground Leases segment. 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. However, the CODM reviews interest expense and general and administrative expense on a more disaggregated basis. The CODM reviews interest expense in more detail because the Company uses its cost of capital to price its investments. The CODM also reviews general and administrative expense, which includes public company costs consisting of compensation, occupancy, and other corporate costs, in more detail to ensure its resources are in line with its business and operating needs.
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Table of Contents
Safehold Inc.
Notes to Consolidated Financial Statements
(unaudited)
The Company’s income statement segment information is as follows for the three and six months ended June 30, 2026 ($ in thousands):
Ground
Hotel
Three Months Ended June 30, 2026
Leases
Operations
Total
Revenues:
Interest income from sales-type leases
$
76,902
$
—
$
76,902
Operating lease income
15,806
—
15,806
Hotel revenues
—
15,937
15,937
Interest income
3,291
—
3,291
Other income
2,710
—
2,710
Total revenues
98,709
15,937
114,646
Costs and expenses and other items:
Interest expense - cash
( 47,948 )
—
Interest expense - non-cash
( 7,240 )
—
Hotel expenses
—
( 13,932 )
Depreciation and amortization
( 1,236 )
( 613 )
General and administrative - public company costs (1)
( 10,954 )
—
General and administrative - stock-based compensation (1)
( 3,389 )
—
(Provision for) recovery of credit losses
( 270 )
—
Earnings (losses) from equity method investments
3,861
—
Other segment items (2)
( 561 )
( 247 )
Segment profit (loss)
$
30,972
$
1,145
$
32,117
Six Months Ended June 30, 2026
Revenues:
Interest income from sales-type leases
$
151,936
$
—
$
151,936
Operating lease income
35,962
—
35,962
Hotel revenues
—
25,801
25,801
Interest income
6,400
—
6,400
Other income
5,401
—
5,401
Total revenues
199,699
25,801
225,500
Costs and expenses and other items:
Interest expense - cash
( 94,339 )
—
Interest expense - non-cash
( 14,364 )
—
Hotel expenses
—
( 26,127 )
Depreciation and amortization
( 2,472 )
( 1,225 )
General and administrative - public company costs (1)
( 22,478 )
—
General and administrative - stock-based compensation (1)
( 7,168 )
—
(Provision for) recovery of credit losses
( 768 )
—
Earnings (losses) from equity method investments
7,896
—
Other segment items (2)
( 2,262 )
( 494 )
Segment profit (loss)
$
63,744
$
( 2,045 )
$
61,699
(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 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 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.
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