Safehold reports $28.81 million net income for Q3 2026

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1114 Avenue of the Americas

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1114 Avenue of the Americas, 39 th Floor, New York, NY 10036 ( Former name, former address and former fiscal year, if changed since last report)

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As of July 28, November 2, 2026, there were 70,816,280 69,986,454 shares, $0.01 par value per share, of Safehold Inc. common stock outstanding.

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Financial statements 32 changes

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Net investment in sales-type leases ($ 11,138 12,045 and $ 10,750 of allowances as of June September 30, 2026 and December 31, 2025, respectively)

Ground Lease receivables, net ($ 5,134 5,595 and $ 4,872 of allowances as of June September 30, 2026 and December 31, 2025, respectively)

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Loans receivable, net ($ 492 883 and $ 328 of allowances as of June September 30, 2026 and December 31, 2025, respectively)

Loans receivable, net - related party ($ 2,275 2,353 and $ 2,223 of allowances as of June September 30, 2026 and December 31, 2025, respectively)

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Common stock, $ 0.01 par value, 400,000 shares authorized, 71,057 70,745 and 71,756 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

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(2) As of June September 30, 2026 and December 31, 2025, includes $ 2.5 4.6 million and $ 3.0 million, respectively, due from related parties.

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For the Six Nine Months Ended

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(1) For the three months ended June September 30, 2026 and 2025, includes $ 2.3 2.4 million and $ 2.4 million, respectively, of interest income from related parties. For the six nine months ended June September 30, 2026 and 2025, includes $ 4.7 7.0 million and $ 4.7 7.1 million, respectively, of interest income from related parties.

(2) For the three months ended June September 30, 2026 and 2025, includes $ 1.9 million and $ 2.7 million, respectively, of management fees from related parties. For the six nine months ended June September 30, 2026 and 2025, includes $ 4.0 5.8 million and $ 6.3 9.0 million, respectively, of management fees from related parties.

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For the Six Nine Months Ended

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Reclassification of (gains) losses on derivatives into earnings ( 530 552 )

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Comprehensive (income) loss attributable to noncontrolling interests ( 568 2,541 )

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Balance at March 31, 2026

Balance at June 30, 2026

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Contribution from noncontrolling interests

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Redemption of noncontrolling interests

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Balance at March 31, 2025

Balance at June September 30, 2026

Balance at June 30, 2025

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Balance at June September 30, 2025

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Dividends declared ($ 0.354 0.531 per share)

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Contribution Contributions from noncontrolling interests

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Balance at June September 30, 2026

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Dividends declared ($ 0.354 0.531 per share)

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Balance at June September 30, 2025

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For the Six Nine Months Ended

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Changes in accounts payable, accrued expenses and other liabilities ( 1,643 )

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Origination/acquisition of net investment in sales-type leases and Ground Lease receivables ( 184,857 292,869 )

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Payments for withholding taxes upon vesting for stock-based compensation ( 3,465 3,571 )

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Loan extension fee receivable

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Accrued loan acquisition costs

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Accrued stock repurchases

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Note 2: Basis of Presentation and Principles of Consolidation 1 change

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Consolidated VIEs —The Company consolidates VIEs for which it is considered the primary beneficiary. As of June September 30, 2026, the total assets of these consolidated VIEs were $ 442.2 455.1 million and total liabilities were $ 31.5 30.8 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.

Note 4: Net Investment in Sales-type Leases and Ground Lease Receivables 1 change

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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 VIE under ASC 810 for which

Properties 6 changes

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Three Months Ended June September 30, 2025

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Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

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Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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(1) During the three months ended June September 30, 2026 and 2025, the Company recorded provisions for credit losses on net investment in sales-type leases of $ 0.2 0.9 million and $ 0.7 0.6 million, respectively. The provision for credit losses for the three months ended June September 30, 2026 was due primarily to growth in the carrying value of the portfolio during the period which was partially offset by an improving and a worsening macroeconomic forecast since March 31, June 30, 2026 . T he The provision for credit losses for the three months ended June September 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, June 30, 2025, and growth in the carrying value of the portfolio during the period. During the six nine months ended June September 30, 2026 and 2025, the Company recorded provisions for credit losses on net investment in sales-type leases of $ 0.4 1.3 million and $ 1.5 2.2 million, respectively. The provision for credit losses for the six nine months ended June September 30, 2026 was due primarily to growth in the carrying value of the portfolio during the period and a worsening macroeconomic forecast since December 31, 2025 , 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 nine months ended June September 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, and growth in the carrying value of the portfolio during the period.

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Note 6: Loans Receivable, net 1 change

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 September 30, 2026, the Company had five senior mortgages with an aggregate outstanding principal balance of $ 65.0 71.2 million and an aggregate carrying value of $ 65.0 70.8 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 6.18 %, assuming a SOFR rate of 3.65 3.91 % as of June September 30, 2026 for the Company's four floating rate loans.

Note 7: Loan Receivable, net – Related Party 2 changes

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 and September 29, 2026, 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 September 30, 2026 and 2025, the Company recorded $ 2.3 2.4 million and $ 2.4 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in "Interest income" in the Company's consolidated statements of operations. During the six nine months ended June September 30, 2026 and 2025, the Company recorded $ 4.7 7.0 million and $ 4.7 7.1 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in "Interest income" in the Company's consolidated statements of operations. As of each of June September 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

Note 8: Equity Investments 4 changes

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For the Six Nine Months Ended

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(1) As of June September 30, 2026, the Company has a basis difference of $ 11.8 11.3 million in the Ground Lease Plus Fund. During both the three and six nine months ended June September 30, 2026, $ 0.6 0.5 million and $ 1.1 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments. During the three and six nine months ended June September 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 September 30, 2026 and 2025, $ 1.4 million and $ 0.7 1.0 million respectively, of the basis difference was amortized as an increase to earnings from equity method investments. During the six nine months ended June September 30, 2026 and 2025, $ 2.7 million and $ 1.4 2.4 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments.

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In February 2022, The Leasehold Loan Fund committed to provide a $ 130.0 million loan to the ground lessee of a Ground Lease originated by the Company. The loan was for the Ground Lease tenant's recapitalization of a life science property. In

Note 9: Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities 4 changes

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(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 and corporate office space the Company began leasing in August 2026. 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 nine months ended June September 30, 2025, the Company recognized $ 0.1 million and $ 0.3 0.4 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 12.2 million and $ 8.4 million as of June September 30, 2026 and December 31, 2025, respectively.

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

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(2) As of June September 30, 2026 and December 31, 2025, accrued expenses primarily includes accrued compensation, legal, audit and property expenses.

Note 10: Debt Obligations, net 3 changes

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(1) For mortgages, represents the weighted average stated interest rate over the term of the debt from funding through maturity based on the contractual payments owed excluding the effect of debt premium, discount and deferred financing costs. As of June September 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 3.43 % . 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 September 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 4.39 % and 3.91 3.94 % , respectively.

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(3) As of June September 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 September 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.

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Note 11: Commitments and Contingencies 6 changes

2026 (remaining six months)

Lease Commitments —Future minimum lease obligations under non-cancelable operating leases as of June September 30, 2026 are as follows ($ in thousands): (1)

2026 (remaining three months)

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(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 6.0 % and the weighted average remaining lease term is 16.5 9.0 years. During the three months ended June September 30, 2026 and 2025, the Company made payments of $ 0.2 0.4 million and $ 1.4 million, respectively, related to its operating leases. During the six nine months ended June September 30, 2026 and 2025, the Company made payments of $ 0.3 0.7 million and $ 2.8 4.3 million, respectively, related to its operating leases.

Unfunded Commitments —The Company has unfunded commitments to certain of its Ground Lease tenants related to leasehold improvement allowances that it expects to fund upon the completion of certain conditions. As of June September 30, 2026, the Company had $ 188.5 119.6 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 September 30, 2026, the Company had $ 143.8 128.4 million of such commitments.

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Note 13: Equity 1 change

Common Stock —As of June September 30, 2026, the Company has one class of common stock outstanding.

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Notes to the financial statements 9 changes

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.

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.

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. On September 29, 2026, the Company and Star Holdings further amended the Management Agreement that (i) subjects the management fee payable in years five and six of the contract to minimum quarterly amounts of $ 1.25 million and $ 625,000 , respectively; (ii) increases the termination fee payable to the Company in certain circumstances from $ 55.0 million to $ 62.5 million, in each case less the aggregate amount of management fees paid prior to the termination date; and (iii) extends the period during which a termination of the Management Agreement by Star Holdings without cause would require payment of the termination fee to March 31, 2029. 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 current 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, after the current annual term, subject to the minimum quarterly management fees described above. 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, 2029, 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, 2029, Star Holdings will pay SpinCo Manager a termination fee of $ 62.5 million minus the aggregate amount of management fees actually paid to

MD&A 62 changes

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Our primary business is the acquisition, management and capitalization of Ground Leases and we believe owning a portfolio of Ground Leases affords our investors the opportunity for safe, growing income. Safety is derived from a Ground Lease's senior position in the commercial real estate capital structure. Growth is realized through long-term leases with contractual periodic increases in rent. Capital appreciation is realized though through appreciation in the value of the land over time and through our typical rights as landlord to acquire the commercial buildings on our land at the end of a Ground Lease, which may yield substantial value to us. As of June September 30, 2026, the percentage breakdown of the gross book value of our Ground Lease portfolio was 44% 45% multi-family, 39% office, 9% hotels, 6% 5% life science and 2% mixed use and other. The diversification by geographic location, property type and sponsor in our portfolio further reduces risk and enhances potential upside.

In 2022, the Consumer Price Index ("CPI") rose to its highest rate in over 40 years. Many of our Ground Leases have Consumer Price Index ("CPI") lookbacks, generally starting between years 11 and 21 of the lease term, to mitigate the effects of inflation that are typically capped between 3.0% - 3.5%; however, 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. To combat In 2022, the increase CPI rose to its highest rate in inflation over 40 years. Over the past few years, the Federal Reserve raised interest rates and to combat the increase in inflation. Inflation has kept remained high and in September 2026 the Federal Reserve raised interest rates generally high. by an additional 25 basis points. The Federal Reserve has indicated that the economic outlook, which could include any potential impact on the economy from changes to inflation rates, U.S. trade policy and/or the consequences of heightened geopolitical tensions, including the armed conflict in the Middle East, is uncertain and it will continue to monitor incoming data on unemployment and inflation before adjusting monetary policy; however, high interest rates have continued to, and any future increase in interest rates may continue to result in a reduction in the availability or an increase in costs of leasehold financing for Ground Lease tenants, which is critical to the growth of a robust Ground Lease market. Elevated interest rates and increased investment spreads to treasury bonds in the Ground Lease market may also attract new competitors, which may result in higher costs for properties, lower returns and impact our ability to grow.

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The table below shows the current estimated UCA in our owned residual portfolio as of June September 30, 2026 and December 31, 2025 ($ in millions): (1)

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Unrealized Capital Appreciation in Our Owned Residual Portfolio (1) Please review our Current Report on Form 8-K filed on July 30, November 3, 2026 for a discussion of the valuation methodology used and important limitations and qualifications of the calculation of UCA. See "Risk Factors- Certain tenant rights under our Ground Leases may limit the value and the UCA we are able to realize upon lease expiration, sale of our land and Ground Leases or other events " included in "Risk Factors" of our 2025 Annual Report for a discussion of certain tenant rights and other terms of the leases that may limit our ability to realize value from the UCA.

(2) Combined Property Value includes our applicable percentage interests in our unconsolidated Ground Lease ventures , the two properties whose leases recently expired and which we became responsible for operating and $1,007.6 $877.3 million and $616.2 million related to transactions with remaining unfunded commitments as of June September 30, 2026 and December 31, 2025, respectively. Combined Property Value excludes the term loan to Star Holdings, the assets in the Leasehold Loan Fund (refer to Note 8 to the consolidated financial statements), the assets in the Ground Lease Plus Fund and amounts attributable to noncontrolling interests. Ground Lease Cost includes our applicable percentage interests in our unconsolidated Ground Lease ventures , the two properties whose leases recently expired and which we became responsible for operating and $188.5 $119.6 million and $142.3 million of unfunded commitments as of June September 30, 2026 and December 31, 2025, respectively. Ground Lease Cost excludes the term loan to Star Holdings, our leasehold loans, the assets in the Leasehold Loan Fund, the assets in the Ground Lease Plus Fund and amounts attributable to noncontrolling interests. As of June September 30, 2026, our gross book value as a percentage of combined property value was 52%.

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We have the Caret Performance Incentive Plan (the "Caret Performance Incentive Plan") pursuant to which Caret units are reserved for grants of performance-based awards to participants, including certain employees of the Company, directors and service providers. As of June September 30, 2026, all outstanding Caret units awarded under the Caret Performance Incentive Plan are fully vested except for (i) Caret units granted in connection with the merger between Safehold Inc. and iStar Inc. on March 31, 2023 to executive officers and other employees, which are subject to cliff vesting on March 31, 2027 if our common stock has traded at an average 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 September 30, 2026, vested and unvested Caret units beneficially owned by our officers and other employees represent approximately 15.4% 15.3% of the outstanding Caret units and 12.3% of the authorized Caret units, including 6.1% held directly and indirectly by Jay Sugarman, our Chairman and Chief Executive Officer, and approximately 14,396 15,396 Caret units remain available for issuance under the Caret Performance Incentive Plan.

In addition to the Caret units awarded or reserved for issuance under our Caret Performance Incentive Plan, we have sold 122,500 Caret units to third-party investors, including affiliates of MSD Partners that remain outstanding as of June September 30, 2026. As of June September 30, 2026, the Company owned 83.4% of the outstanding Caret units.

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Rent Coverage for properties in development or transition, or for which we do not receive current tenant financial information, may prove to be incorrect " in our 2025 Annual Report for a discussion of our estimated Ground Rent Coverage).

Our portfolio of properties is diversified by property type and region. Our portfolio is comprised of Ground Leases, leasehold loans, hotel properties that we operate and one master lease (currently relating to three hotel assets that we refer to as our "Park Hotels Portfolio") that has many of the characteristics of a Ground Lease. As of June September 30, 2026, our estimated portfolio Ground Rent Coverage was 3.4x (see the "Risk Factors - Our estimated UCA, Combined Property Value and Ground Rent Coverage, may not reflect current market values, including the decline in office values, and may decline materially in future periods , - We rely on Property NOI as reported to us by our tenants, -Our estimates of Ground Rent Coverage for properties in development or transition, or for which we do not receive current tenant financial information, may prove to be incorrect " in our 2025 Annual Report for a discussion of our estimated Ground Rent Coverage).

Below is an overview of the top 10 Ground Leases in our portfolio as of June September 30, 2026 (based on gross book value and excluding unfunded commitments): (1)

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The following tables show our Ground Lease portfolio by top 10 markets and property type as of June September 30, 2026, excluding unfunded commitments:

(1) Total New York metropolitan statistical area including areas outside of Manhattan makes up 28% 27% of gross book value.

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We have unfunded commitments to certain of our Ground Lease tenants related to leasehold improvement allowances that we expect to fund upon the completion of certain conditions. As of June September 30, 2026, we had $188.5 $119.6 million of such commitments, excluding commitments to be funded by noncontrolling interests.

We also fund 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 September 30, 2026, we had $143.8 $128.4 million of such commitments.

Results of Operations for the Three Months Ended June September 30, 2026 compared to the Three Months Ended June September 30, 2025

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(1) For the three months ended June September 30, 2026 and 2025, general and administrative was partially offset by $1.9 million and $2.7 million, respectively, of management fees earned from Star Holdings, which are included in "Other income" in our consolidated statements of operations.

Interest income from sales-type leases increased to $76.9 $78.8 million for the three months ended June September 30, 2026 from $70.6 $72.4 million for the same period in 2025. The increase was due primarily to originations of Ground Leases and additional fundings on existing Ground Leases classified as sales-type leases and Ground Lease receivables.

Operating lease income was $15.8 million and $16.7 $17.0 million, respectively, for the three months ended June September 30, 2026 and 2025. Operating lease income consists of rent from our operating leases and percentage rent from certain properties, including our Park Hotels portfolio. The decrease in 2026 was due primarily to us taking over hotel operations at two hotels on January 1, 2026 (refer to Note 3 to the consolidated financial statements). and a decrease in percentage rent from our Park Hotels portfolio.

Hotel revenues were $15.9 $18.0 million for the three months ended June September 30, 2026 and relate to two hotels that we became responsible for operating on January 1, 2026 (refer to Note 3 to the consolidated financial statements).

Interest income relates to the Star Holdings Term Loan Facility (refer to Note 7 to the consolidated financial statements) and leasehold loans we originated in connection with Ground Leases. Interest income for the three months ended September 30, 2026 and 2025 was $3.4 million and $3.1 million, respectively. The increase in 2026 was due primarily to the origination of a leasehold loans beginning loan in the second quarter of 2025. 2026 and additional fundings on existing loans.

Other income for the three months ended June September 30, 2026 and 2025 includes $1.9 million and $2.7 million, respectively, of management fees from Star Holdings (refer to Note 15 to the consolidated financial statements). Other income for the three months ended June September 30, 2025 also includes $0.1 million of other income relating to a Ground Lease in which we are the lessee. Other income for the three months ended June September 30, 2026 and 2025 also includes $0.8 million and $1.0 $0.9 million, respectively, of other ancillary income from our investments. Other ancillary income primarily includes sublease income, recoverable expenses, draw fees and monitoring fees, and interest income earned on our cash balances.

During the three months ended June September 30, 2026 and 2025, we incurred interest expense from our debt obligations of $55.2 $55.9 million and $51.3 $52.5 million, respectively. The increase in 2026 was primarily the result of increased indebtedness to fund acquisition activity.

Hotel expenses were $13.9 $14.7 million for the three months ended June September 30, 2026 and relates to two hotels that we became responsible for operating on January 1, 2026 (refer to Note 3 to the consolidated financial statements).

During the three months ended June September 30, 2026 and 2025, we incurred real estate expense of $0.8 million and $0.9 $1.4 million, respectively, which consisted primarily of the amortization of an operating lease right-of-use asset, recoverable franchise taxes, legal fees, property taxes and insurance expense. In addition, during the three months ended June September 30, 2025, we also recorded $0.1 million of real estate expense relating to a Ground Lease in which we are the lessee.

Depreciation and amortization during the three months ended June September 30, 2026 and 2025 was $1.8 $1.9 million and $2.1 million, respectively. Depreciation and amortization primarily relates to our ownership of the Park Hotels Portfolio and a multi-family property, the amortization of in-place lease assets and depreciation of corporate fixed assets. The decrease in 2026 was primarily the result of the full amortization of lease intangible assets.

General and administrative expenses primarily includes public company costs such as compensation (including equity-based compensation), occupancy and other costs. The following table presents our general and administrative expenses for the three months ended June September 30, 2026 and 2025 ($ in thousands):

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(1) For the three months ended June September 30, 2026 and 2025, public company and other costs primarily includes compensation, occupancy, legal, insurance and other office related costs.

(2) For the three months ended June September 30, 2026 and 2025, general and administrative expenses were partially offset by $1.9 million and $2.7 million, respectively, of management fees earned from Star Holdings, which are included in "Other income" in our consolidated statements of operations.

During the three months ended June September 30, 2026, we recorded a provision for credit losses of $0.3 $1.7 million. The provision for credit losses was due primarily to growth in the carrying value of the Ground Lease portfolio during the period, which was partially offset by an improving a worsening macroeconomic forecast since March 31, June 30, 2026 . and a change in risk rating on one of our loans. During the three months ended June September 30, 2025, we recorded a provision for credit losses of $2.4 $1.0 million. The provision for credit losses was due primarily to the origination of three leasehold loans (refer to Note 6 to the consolidated financial statements) during the three months ended June 30, 2025 and then current market conditions, including an increase in our Ground Lease cost to value ratios on certain of our assets, and growth in the carrying value of the Ground Lease portfolio during the period.

D uring the three months ended June September 30, 2026, other expense consisted primarily of margin taxes and costs incurred with derivative transactions. During the three months ended June September 30, 2025, other expense consisted primarily of fees incurred related to our debt obligations, legal fees and costs incurred with real estate available and held for sale.

During the three months ended June September 30, 2026 and 2025, earnings from equity method investments (refer to Note 8 to the consolidated financial statements) was $3.9 $3.5 million and $4.9 $4.7 million, respectively . The decrease in 2026 was primarily the result of a decrease in earnings from our Ground Lease Plus Leasehold Loan Fund and 32 Old Slip due to the full amortization of basis difference in June 2026 (refer to Note 8 to the consolidated financial statements).

During the three months ended June September 30, 2026, we recorded consolidated income tax expense of $1.4 $1.5 million, which was primarily attributable to current and deferred tax expense at our taxable REIT subsidiary ("TRS"). Included in our consolidated income tax expense for the three months ended June September 30, 2026, our TRS recorded current income tax expense benefit in the amount of $1.2 $0.3 million and a deferred income tax expense in the amount of $0.2 $1.8 million . During the three months ended June September 30, 2025, we recorded consolidated income tax expense of $0.9 $0.2 million, which was primarily attributable to a current and deferred tax expense at our TRS. and relates to equity-based compensation expense and utilization of net operating loss carryovers to which our TRS is a successor. Included in our consolidated income tax expense for the three months ended June September 30, 2025 our TRS recorded was current income tax in the amount of $0.4 million and a deferred income tax expense benefit in the amounts amount of $0.2 million and $0.7 million, respectively. .

Results of Operations for the Six Nine Months Ended June September 30, 2026 compared to the Six Nine Months Ended June September 30, 2025

For the Six Nine Months Ended

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(1) For the six nine months ended June September 30, 2026 and 2025, general and administrative was partially offset by $4.0 $5.8 million and $6.3 $9.0 million, respectively, of management fees earned from Star Holdings, which are included in "Other income" in our consolidated statements of operations.

Interest income from sales-type leases increased to $151.9 $230.7 million for the six nine months ended June September 30, 2026 from $140.3 $212.7 million for the same period in 2025. The increase was due primarily to originations of Ground Leases and additional fundings on existing Ground Leases classified as sales-type leases and Ground Lease receivables.

Operating lease income was $36.0 million and $38.1 million, respectively, for the six nine months ended June September 30, 2026 and 2025 was $51.8 million and $55.1 million, respectively. Operating lease income consists of rent from our operating leases and percentage rent from certain properties, including our Park Hotels portfolio. The decrease in 2026 was due primarily to us taking over hotel operations at two hotels on January 1, 2026 (refer to Note 3 to the consolidated financial statements) and a decrease in percentage rent from our Park Hotels portfolio.

Hotel revenues were $25.8 $43.8 million for the six nine months ended June September 30, 2026 and relate to two hotels that we became responsible for operating on January 1, 2026 (refer to Note 3 to the consolidated financial statements).

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$1.5 million, respectively, of other ancillary income from our investments. Other ancillary income primarily includes sublease income, recoverable expenses and interest income earned on our cash balances.

Other income for the six nine months ended June September 30, 2026 and 2025 includes $4.0 $5.8 million and $6.3 $9.0 million, respectively, of management fees from Star Holdings (refer to Note 15 to the consolidated financial statements). Other income for the six nine months ended June September 30, 2026 and 2025 also includes $0.3 $2.3 million and $2.3 million, respectively, of other ancillary income relating to a Ground Lease in which we are the lessee. from our investments. Other ancillary income primarily includes sublease income, recoverable expenses and interest income earned on our cash balances. Other income for the six nine months ended June September 30, 2026 and 2025 also includes $1.4 $0.4 million and of other income relating to a Ground Lease in which we are the lessee.

During the six nine months ended June September 30, 2026 and 2025, we incurred interest expense from our debt obligations of $108.7 $164.6 million and $101.7 $154.2 million, respectively. The increase in 2026 was primarily the result of increased indebtedness to fund acquisition activity.

Hotel expenses were $26.1 $40.9 million for the six nine months ended June September 30, 2026 and relates to two hotels that we became responsible for operating on January 1, 2026 (refer to Note 3 to the consolidated financial statements).

During the six nine months ended June September 30, 2026 and 2025, we incurred real estate expense of $2.1 $2.9 million and $2.0 $3.4 million, respectively, which consisted primarily of the amortization of an operating lease right-of-use asset, legal fees, property taxes and insurance expense. In addition, during the six nine months ended June September 30, 2025, we also recorded $0.3 $0.4 million of real estate expense relating to a Ground Lease in which we are the lessee.

Depreciation and amortization during the six nine months ended June September 30, 2026 and 2025 was $3.7 $5.6 million and $4.3 $6.4 million, respectively. Depreciation and amortization primarily relates to our ownership of the Park Hotels Portfolio and a multi-family property, the amortization of in-place lease assets and depreciation of corporate fixed assets. The decrease in 2026 was primarily the result of the full amortization of lease intangible assets.

General and administrative expenses primarily includes public company costs such as compensation (including equity-based compensation), occupancy and other costs. The following table presents our general and administrative expenses for the six nine months ended June September 30, 2026 and 2025 ($ in thousands):

For the Six Nine Months Ended

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(1) For the six nine months ended June September 30, 2026 and 2025, public company and other costs primarily includes compensation, occupancy, legal, insurance and other office related costs.

(2) For the six nine months ended June September 30, 2026 and 2025, general and administrative expenses were partially offset by $4.0 $5.8 million and $6.3 $9.0 million, respectively, of management fees earned from Star Holdings, which are included in "Other income" in our consolidated statements of operations.

During the six nine months ended June September 30, 2026, we recorded a provision for credit losses of $0.8 $2.5 million. The provision for credit losses was due primarily to growth in the carrying value of the Ground Lease portfolio and loan portfolio during the period, a worsening macroeconomic forecast since December 31, 2025 and a change in risk rating on one of our loans, which was partially offset by a decrease in our Ground Lease cost to value ratios . During the six nine months ended June September 30, 2025, we recorded a provision for credit losses of $4.6 $5.7 million. The provision for credit losses was due primarily to the origination of three leasehold loans (refer to Note 6 to the consolidated financial statements) during the six nine months ended June September 30, 2025 and then current market conditions, including an increase in our Ground Lease cost to value ratios on certain of our assets, and growth in the carrying value of the Ground Lease portfolio during the period.

D uring the six nine months ended June September 30, 2026, other expense consisted primarily of costs incurred with real estate available and held for sale. During the six nine months ended June September 30, 2025, other expense consisted primarily of a full write-off of a $1.9 million preferred equity investment in an entity that owned the leasehold interest under one of our Ground Leases and costs related to our debt obligations.

During the six nine months ended June September 30, 2026 and 2025, earnings from equity method investments (refer to Note 8 to the consolidated financial statements) was $7.9 $11.4 million and $9.9 $14.6 million, respectively . The decrease in 2026 was primarily the result of a decrease in earnings from our Leasehold Loan Fund due to the full amortization of basis difference in June 2026 and our Ground Lease Plus Fund and 32 Old Slip (refer to Note 8 to the consolidated financial statements).

During the six nine months ended June September 30, 2026, we recorded consolidated income tax expense of $2.1 $3.6 million, which was primarily attributable to current and deferred tax expense at our taxable REIT subsidiary ("TRS"). Included in our consolidated income tax expense for the six nine months ended June September 30, 2026, our TRS recorded current income tax expense in the amount of $1.8 $1.6 million and a deferred income tax expense in the amount of $0.3 $2.0 million . During the six nine months ended June September 30, 2025, we recorded consolidated income tax expense of $1.7 $2.0 million, which was primarily attributable to a current and deferred tax expense at our TRS. and relates to equity-based compensation expense and utilization of net operating loss carryovers to which our TRS is a successor. Included in our consolidated income tax expense for the six nine months ended June September 30, 2025 our TRS recorded was current and deferred tax expense in the amounts of $0.2 $0.6 million and $1.5 $1.4 million, respectively.

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On February 4, 2025, our Board authorized the repurchase of up to $50.0 million of our common stock. W e have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. The share repurchase program does not have an expiration date. Any repurchased shares will be returned to the status of authorized but unissued shares of common stock. During the six nine months ended June September 30, 2026, we repurchased 1.1 0.4 million shares of our outstanding common stock for $16.3 $ 6.2 million, representing an average cost of $15.00 $ 14.30 per share, including fees. As of June September 30, 2026, we had $33.7 $ 27.5 million remaining under the total share repurchase authorization.

In June 2024, we entered into a U.S. commercial paper program (the "Commercial Paper Program") on a private placement basis, pursuant to which we may issue up to $750.0 million of short-term, unsecured commercial paper notes outstanding at any time, which are guaranteed by us. Under the Commercial Paper Program, we may issue the commercial paper notes from time to time and intend to use the proceeds for general corporate purposes. The Commercial Paper Program is backed by our 2024 Unsecured Revolver (see below). As of June September 30, 2026, we had no outstanding balance under the Commercial Paper Program. Borrowings under the Commercial Paper Program reduce amounts otherwise available under the 2024 Unsecured Revolver.

In April 2024, we closed on 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 our credit ratings. The 2024 Unsecured Revolver replaced our nearest term maturities, reduces the overall facility cost and increased our liquidity by $150 million. Additionally, we gained greater financial flexibility through changes to certain financial covenants. As of June September 30, 2026, there was $1.4 $1.2 billion of undrawn capacity on the 2024 Unsecured Revolver.

In April 2023, we entered into an at-the-market equity offering (the "ATM") pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $300.0 million. We may sell such shares in amounts and at times to be determined by us from time to time, but we have no obligation to sell any of the shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our common stock, capital needs, and our determinations of the appropriate sources of funding. As of June September 30, 2026, we had not sold any shares under the ATM.

As of June September 30, 2026, we had $15.9 $29.9 million of unrestricted cash. We also have an aggregate $1.4 $1.2 billion of undrawn capacity on our 2024 Unsecured Revolver (refer to Note 10 to the consolidated financial statements). We refer to this unrestricted cash and additional borrowing capacity on our 2024 Unsecured Revolver as our "equity" liquidity which can be used for general corporate purposes or leveraged to acquire or originate new Ground Lease assets. Our primary sources of cash to date have been proceeds from equity offerings and private placements, proceeds from our initial capitalization and borrowings from our debt facilities, unsecured notes, Commercial Paper Program and mortgages. Our primary uses of cash to date have been the acquisition/origination of Ground Leases, repayments on our debt facilities and distributions to our shareholders.

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The following table outlines our cash flows provided by (used in) operating activities, cash flows used in investing activities and cash flows provided by financing activities for the six nine months ended June September 30, 2026 and 2025 ($ in thousands):

For the Six Nine Months Ended

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The decrease in cash flows from operating activities during 2026 was due primarily to an increase of cash payments for debt service and costs associated with two hotels that we became responsible for operating on January 1,

The decrease in cash flows from operating activities during 2026 was due primarily to an increase of cash payments for debt service and costs associated with two hotels that we became responsible for operating on January 1, 2026 (refer to Note 3 to the consolidated financial statements). The increase in cash flows used in investing activities during 2026 was due primarily to an increase in the origination and additional fundings of Ground Leases, which was partially offset by a decrease in contributions to equity method investments and a decrease in the origination and fundings of loans receivable. The increase in cash flows provided by financing activities during 2026 was due primarily to an increase in contributions from noncontrolling interests, which was partially offset by a decrease in net borrowings on debt obligations and the repurchase of common stock in 2026.

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In March 2020, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The amendments became effective on January 4, 2021. In April 2023, we and Portfolio Holdings filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of Portfolio Holdings, which will be fully and unconditionally guaranteed by us. As of June September 30, 2026, Portfolio Holdings had issued and outstanding four tranches of unsecured senior notes with varying fixed-rates and maturities ranging from June 2031 to January 2035, which were registered on the Form S-3 filed in April 2023 or on a Form S-3 filed by Safehold Inc. and Portfolio Holdings (then known as Safehold Operating Partnership LP) prior to its merger with the Company (then known as iStar Inc.). The obligations of Portfolio Holdings to pay principal, premiums, if any, and interest on these unsecured senior notes are guaranteed on a senior basis by us. The guarantee is full and unconditional, and Portfolio Holdings is a consolidated subsidiary of ours. In March 2026, we and Portfolio Holdings filed a registration statement on Form S-3 with the SEC to replace the registration statement filed in April 2023. Any debt securities of Portfolio Holdings registered under this registration statement will be fully and unconditionally guaranteed by us.

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Market risk 1 change

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As of June September 30, 2026, we had $3.6 billion principal amount of fixed-rate debt outstanding and $1.1 $1.3 billion principal amount of floating-rate debt outstanding. The following table quantifies the potential changes in annual net income should interest rates decrease or increase by 10, 50 and 100 basis points, assuming no change in our interest earning assets, interest bearing liabilities, derivative contracts or the shape of the yield curve (i.e., relative interest rates). Actual results could differ significantly from those estimated in the table.

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Legal proceedings 1 change

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 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. On August 26, 2026, the Company filed a motion to dismiss the Second Action. The tenant's motion for a preliminary injunction in the Second Action, and the Company's motion for an order modifying the TRO, to dismiss, 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.

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Unregistered sales of stock 3 changes

We did not have any sales of unregistered shares of our common stock during the three months ended June September 30, 2026.

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August 1 to August 31

September 1 to September 30

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Other information 5 changes

Director and Officer Trading Arrangements

During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each such term is defined in Item 408 of Regulation S-K, except as described below.

On September 21, 2026 , Jay Sugarman , the Company's Chairman and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement (the "Sales Plan") that is intended to satisfy the affirmative defense of Rule 10b5-1(c) providing for the sale of up to 255,000 shares of the Company's common stock. The Sales Plan will expire on December 30, 2026 .

Also on September 21, 2026 , Mr. Sugarman adopted a separate Rule 10b5-1 trading arrangement (the "Purchase Plan") that is intended to satisfy the affirmative defense of Rule 10b5-1(c) providing for the purchase of up to 300,000 shares of the Company's common stock. Purchases under the Purchase Plan may begin no earlier than the 71st day following the settlement date of the last sale under the Sales Plan, and the Purchase Plan will expire on March 31, 2027 .

Because purchases under the Purchase Plan may occur within six months of sales under the Sales Plan, any profit deemed realized from matching those transactions may be recoverable by the Company under Section 16(b) of the Exchange Act. Mr. Sugarman has advised the Company that, to the extent any such profit is realized, he intends to disgorge the full amount to the Company in accordance with Section 16(b).

Exhibits 5 changes

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Form of Performance-Based Restricted Stock Unit Award Agreement

Form of Performance-Based Caret Profits Interest Award Agreement

Third Amendment to Amended and Restated 2009 Long-Term Incentive Plan Credit Agreement, dated as of September 29, 2026, between Safehold Inc., as lender, and Star Holdings, as borrower (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed May 15, October 2, 2026). .

Second Amendment to Management Agreement, dated as of September 29, 2026, between Safehold Management Services Inc. and Star Holdings (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed October 2, 2026).

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+ Management contract or compensatory plan or arrangement.

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