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Safehold Inc.

For the period ended Jun 30, 2026. Filed Jul 31, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 31, 2026

SAFE$10.59-0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-01.

0001095651-26-000017

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-31.

0001095651-26-000025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 69 previous paragraphs and 90 current paragraphs.

37 unchanged; 32 reworded; 4 added; 0 removed; 0 previous and 17 current paragraphs rearranged.

Tables are not compared: 17 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

The tenant at 135 West 50 th Street defaulted on a forbearance agreement in connection with the tenant’s failure to pay property taxes, and we sent the tenant a lease termination notice in May 2026. The tenant filed a countersuit and a temporary restraining order has been granted on our lease termination efforts (refer to Note 11 to the consolidated financial statements). There are no assurances that we will be able to terminate the lease or prevail in our litigation.

Current report

months ended June 30, 2025, our TRS recorded current and deferred income tax expense in the amounts of $0.2 million and $0.7 million, respectively.

Current report

Hotel expenses were $26.1 million for the six months ended June 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).

Current report

During the six months ended June 30, 2026 and 2025, earnings from equity method investments (refer to Note 8 to the consolidated financial statements) was $7.9 million and $9.9 million, respectively. The decrease in 2026 was primarily the result of a decrease in earnings from our Ground Lease Plus Fund and 32 Old Slip (refer to Note 8 to the consolidated financial statements).
Reworded paragraphs (32)

Previous wording

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 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 March 31, 2026, the percentage breakdown of the gross book value of our Ground Lease portfoliowas 43% multi-family, 40% office, 9% hotels, 6% 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.

Current wording

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 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 30, 2026, the percentage breakdown of the gross book value of our Ground Lease portfoliowas 44% multi-family, 39% office, 9% hotels, 6% 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.

Previous wording

In 2022, the Consumer Price Index (“CPI”) rose to its highest rate in over 40 years. Many of our Ground Leases have 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 the increase in inflation over the past few years, the Federal Reserve raised interest rates and has kept interest rates generally high, although recently they began to reduce rates. The Federal Reserve has indicated that the economic outlook, which could include any potential impact on the economy from changes to 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.

Current wording

In 2022, the Consumer Price Index (“CPI”) rose to its highest rate in over 40 years. Many of our Ground Leases have 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 the increase in inflation over the past few years, the Federal Reserve raised interest rates and has kept interest rates generally high. 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.

Previous wording

The rise in interest rates has also adversely affected the U.S. office sector, along with office vacancies and a decline in market liquidity that began with the onset of the COVID-19 pandemic, all of which could negatively impact our tenants, Ground Rent Coverages and estimated Combined Property Values. Moreover, certain office assets currently have material vacancies. If our Ground Lease tenants at such assets fail to re-tenant the building, such Ground Leases may default and we may suffer losses. We entered into a forbearance agreement with a tenant under a significant New York office asset in connection with the tenant’s failure to pay real estate taxes. The tenant defaulted on such agreement and we

Current wording

The rise in interest rates has also adversely affected the U.S. office sector, along with office vacancies and a decline in market liquidity that began with the onset of the COVID-19 pandemic, all of which could negatively impact our tenants, Ground Rent Coverages and estimated Combined Property Values. Moreover, certain office assets currently have material vacancies. If our Ground Lease tenants at such assets fail to re-tenant the building, such Ground Leases may default and we may suffer losses. We previously entered into a forbearance agreement with a tenant under a significant New York office asset in connection with the tenant’s failure to pay property taxes. The tenant defaulted on such agreement

Previous wording

made a $8.3 million protective tax advance. We may experience delays in enforcing our rights as landlord including any potential termination under the Ground Lease and may suffer losses and incur substantial costs in protecting our investment. See the "Risk Factors" section of our 2025 Annual Report for additional discussion of certain potential risks to our business related to competition and industry concentrations.

Current wording

and we sent the tenant a lease termination notice in May 2026. The tenant filed a countersuit and a temporary restraining order has been granted on our lease termination efforts (refer to Note 11 to the consolidated financial statements). As such, we may experience delays in enforcing our rights as landlord including any potential termination under the Ground Lease and may suffer losses and incur substantial costs in protecting our investment. See the "Risk Factors" section of our 2025 Annual Report for additional discussion of certain potential risks to our business related to competition and industry concentrations.

Previous wording

We believe that, similar to a loan to value metric, tracking changes in the value of our owned residual portfolio is useful as an indicator of the quality of our cash flows and the safety of our position in a tenant’s capital structure, which, in turn, supports our objective to pay and grow dividends over time. Observing changes in our owned residual portfolio value also helps us monitor changes in the value of the real estate portfolio that reverts to us under the terms of the leases,

Current wording

We believe that, similar to a loan to value metric, tracking changes in the value of our owned residual portfolio is useful as an indicator of the quality of our cash flows and the safety of our position in a tenant’s capital structure, which,

Previous wording

either at the expiration or earlier termination of the lease. The value may be realized by us at the relevant time by entering into a new lease reflecting then current market terms and values, selling the building, selling the building with the land, or operating the building directly and leasing the spaces to tenants at prevailing market rates.

Current wording

in turn, supports our objective to pay and grow dividends over time. Observing changes in our owned residual portfolio value also helps us monitor changes in the value of the real estate portfolio that reverts to us under the terms of the leases, either at the expiration or earlier termination of the lease. The value may be realized by us at the relevant time by entering into a new lease reflecting then current market terms and values, selling the building, selling the building with the land, or operating the building directly and leasing the spaces to tenants at prevailing market rates.

Previous wording

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 March 31, 2026, all outstanding Caret units awarded under the Caret Performance Incentive Plan are fully vested except for grants awarded 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, and 50,000 Caret units granted to an employee in December 2025 that will vest pro rata annually over a five-year period, subject to continued employment and service conditions. As of March 31, 2026, vested and unvested Caret units beneficially owned by our officers and other employees represent approximately 14.8% of the outstanding Caret units and 11.8% of the authorized Caret units, including 6.1% held directly and indirectly by Jay Sugarman, our Chairman and Chief Executive Officer, and approximately 78,996 Caret units remain available for issuance under the Caret Performance Incentive Plan.

Current wording

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 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 30, 2026, vested and unvested Caret units beneficially owned by our officers and other employees represent approximately 15.4% 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 Caret units remain available for issuance under the Caret Performance Incentive Plan.

Previous wording

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 March 31, 2026. As of March 31, 2026, the Company owned 83.9% of the outstanding Caret units.

Current wording

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 30, 2026. As of June 30, 2026, the Company owned 83.4% of the outstanding Caret units.

Previous wording

22, 2025, we sent the tenant under the Park Hotels master lease a termination notice for all five hotels and commenced litigation against our 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 we will be able to terminate the master lease or prevail in our litigation. As of March 31, 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).

Current wording

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 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

Previous wording

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 (relating to three hotel assets that we refer to as our “Park Hotels Portfolio”) that has many of the characteristics of a Ground Lease. The tenant under our Park Hotels Portfolio elected to extend the leases underlying three of the five hotels past the initial lease maturity of December 2025 (see the "Risk Factors -We may be unable to renew expiring Ground Leases, re-lease the land or sell the properties on favorable terms or at all, -Percentage rent payable under our master lease relating to the Park Hotels Portfolio is calculated on an aggregate portfolio-wide basis*, -*We are the tenant of a Ground Lease underlying a majority of our Doubletree Seattle Airport property" in our 2025 Annual Report for a discussion of our Park Hotels Portfolio). On October

Current wording

Additionally, the tenant under our Park Hotels Portfolio elected to extend the leases underlying three of the original five hotels past the initial lease maturity of December 2025 (see the "Risk Factors -We may be unable to renew expiring Ground Leases, re-lease the land or sell the properties on favorable terms or at all, -Percentage rent payable under our master lease relating to the Park Hotels Portfolio is calculated on an aggregate portfolio-wide basis*, -*We are the tenant of a Ground Lease underlying a majority of our Doubletree Seattle Airport property" in our 2025 Annual Report for a discussion of our Park Hotels Portfolio). On October 22, 2025, we sent the tenant under the Park Hotels master lease a termination notice for all five hotels and commenced litigation against our 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 (refer to Note 11 to the consolidated financial statements). There are no assurances that we will be able to terminate the master lease or prevail in our litigation.

Previous wording

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

Current wording

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 30, 2026, we had $188.5 million of such commitments, excluding commitments to be funded by noncontrolling interests.

Previous wording

We also fund construction and development loans and build-outs of space in real estate assets over a period of time, both individually andthrough the Leasehold Loan Fund, if and when the borrowers and tenants meet established milestones and other performance criteria. We refer to these arrangements as performance-based commitments. As of March 31, 2026, we had $150.3 million of such commitments.

Current wording

We also fund construction and development loans and build-outs of space in real estate assets over a period of time, both individually andthrough 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, we had $143.8 million of such commitments.

Previous wording

Interest income from sales-type leases increased to $75.0 million for the three months ended March 31, 2026 from $69.7 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.

Current wording

Interest income from sales-type leases increased to $76.9 million for the three months ended June 30, 2026 from $70.6 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.

Previous wording

Operating lease income was $20.2 million and $21.4 million, respectively, for the three months ended March 31, 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.

Current wording

Operating lease income was $15.8 million and $16.7 million, respectively, for the three months ended June 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.

Previous wording

Hotel revenues were $9.9 million for the three months ended March 31, 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).

Current wording

Hotel revenues were $15.9 million for the three months ended June 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).

Previous wording

Other income for the three months ended March 31, 2026 and 2025 includes $2.1 million and $3.6 million, respectively, of management fees from Star Holdings (refer to Note 15 to the consolidated financial statements). Other income for the three months ended March 31, 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 March 31, 2026 and 2025 also includes $0.6 million and $0.6 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.

Current wording

Other income for the three months ended June 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 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 30, 2026 and 2025 also includes $0.8 million and $1.0 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.

Previous wording

During the three months ended March 31, 2026 and 2025, we incurred interest expense from our debt obligations of $53.5 million and $50.4 million, respectively. The increase in 2026 was primarily the result of increased indebtedness to fund acquisition activity.

Current wording

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

Previous wording

Hotel expenses were $12.2 million for the three months ended March 31, 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).

Current wording

Hotel expenses were $13.9 million for the three months ended June 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).

Previous wording

During the three months ended March 31, 2026 and 2025, we incurred real estate expense of $1.3 million and $1.2 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 three months ended March 31, 2025, we also recorded $0.1 million of real estate expense relating to a Ground Lease in which we are the lessee.

Current wording

During the three months ended June 30, 2026 and 2025, we incurred real estate expense of $0.8 million and $0.9 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 30, 2025, we also recorded $0.1 million of real estate expense relating to a Ground Lease in which we are the lessee.

Previous wording

Depreciation and amortization during the three months ended March 31, 2026 and 2025 was $1.8 million and $2.2 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.

Current wording

Depreciation and amortization during the three months ended June 30, 2026 and 2025 was $1.8 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.

Previous wording

During the three months ended March 31, 2026 and 2025, earnings from equity method investments (refer to Note 8 to the consolidated financial statements) was $4.0 million and $5.0 million, respectively.

Current wording

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

Previous wording

During the three months ended March 31, 2026, we recorded consolidated income tax expense of $0.7 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 March 31, 2026, our TRS recorded current income tax expense in the amount of $0.6 million and a deferred income tax expense in the amount of $0.1 million. During the three months ended March 31, 2025, we recorded consolidated income tax expense of $0.9 million, which was primarily attributable to a 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.

Current wording

During the three months ended June 30, 2026, we recorded consolidated income tax expense of $1.4 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 30, 2026, our TRS recorded current income tax expense in the amount of $1.2 million and a deferred income tax expense in the amount of $0.2 million. During the three months ended June 30, 2025, we recorded consolidated income tax expense of $0.9 million, which was primarily attributable to a 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

Previous wording

During the three months ended March 31, 2026, we recorded a provision for credit losses of $0.5 million. The provision for credit losses was due primarily to growth in the carrying value of the Ground Lease portfolio during the period and current market conditions, which was partially offset by a decrease in our Ground Lease cost to value ratios. During the three months ended March 31, 2025, we recorded a provision for credit losses of $2.3 million. The provision for credit losses was due primarily to 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 portfolio during the period.

Current wording

During the six months ended June 30, 2026, we recorded a provision for credit losses of $0.8 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, which was partially offset by a decrease in our Ground Lease cost to value ratios. During the six months ended June 30, 2025, we recorded a provision for credit losses of $4.6 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 months ended June 30, 2025 and 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.

Previous wording

During the three months ended March 31, 2026, other expense consists primarily of costs incurred with real estate available and held for sale. During the three months ended March 31, 2025, other expense consists 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.

Current wording

During the six months ended June 30, 2026, other expense consisted primarily of costs incurred with real estate available and held for sale. During the six months ended June 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.

Previous wording

In November 2024 and February 2024, Portfolio Holdings (as issuer) and we (as guarantor), issued an aggregate $700.0 million principal amount of senior notes. In November 2024, we 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. In February 2024, we 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.

Current wording

In June 2026, November 2024 and February 2024, Portfolio Holdings (as issuer) and we (as guarantor), issued an aggregate $925.0 million principal amount of senior notes. In June 2026, we issued $225.0 million aggregate principal amount of 6.615% senior notes due August 2056 (the “6.615% Notes”). In November 2024, we 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. In February 2024, we 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.

Previous wording

On February 4, 2025, our Board authorized the repurchase of up to $50.0 million of our common stock. We 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 three months ended March 31, 2026, we repurchased 0.2 million shares of our outstanding common stock for $3.4 million, representing an average cost of $14.39 per share, including fees. As of March 31, 2026, we had $46.6 million remaining under the total share repurchase authorization.

Current wording

On February 4, 2025, our Board authorized the repurchase of up to $50.0 million of our common stock. We 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 months ended June 30, 2026, we repurchased 1.1 million shares of our outstanding common stock for $16.3 million, representing an average cost of $15.00 per share, including fees. As of June 30, 2026, we had $33.7 million remaining under the total share repurchase authorization.

Previous wording

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

Current wording

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 30, 2026, we had no outstanding balance

Previous wording

Program is backed by our 2024 Unsecured Revolver (see below). As of March 31, 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.

Current wording

under the Commercial Paper Program. Borrowings under the Commercial Paper Program reduce amounts otherwise available under the 2024 Unsecured Revolver.

Previous wording

In April 2024, we closed on a new $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 March 31, 2026, there was $1.1 billion of undrawn capacity on the 2024 Unsecured Revolver.

Current wording

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

Previous wording

As of March 31, 2026, we had $19.3 million of unrestricted cash. We also have an aggregate $1.1 billionof 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 by iStar and two institutional investors 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.

Current wording

As of June 30, 2026, we had $15.9 million of unrestricted cash. We also have an aggregate $1.4 billionof 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.

Previous wording

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 three months ended March 31, 2026 and 2025 ($ in thousands):

Current wording

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 months ended June 30, 2026 and 2025 ($ in thousands):

Previous wording

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 and 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 net borrowings on debt obligations, which was partially offset by the repurchase of common stock.

Current wording

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 and 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.
Rearranged current paragraphs (17)

Current report — wording carried from elsewhere

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).

Current report — wording carried from elsewhere

During the three months ended June 30, 2026, we recorded a provision for credit losses of $0.3 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 macroeconomic forecast since March 31, 2026. During the three months ended June 30, 2025, we recorded a provision for credit losses of $2.4 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 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.

Current report — wording carried from elsewhere

During the three months ended June 30, 2026, other expense consisted primarily of costs incurred with derivative transactions. During the three months ended June 30, 2025, other expense consisted primarily of legal fees

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Interest income from sales-type leases increased to $151.9 million for the six months ended June 30, 2026 from $140.3 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.

Current report — wording carried from elsewhere

Operating lease income was $36.0 million and $38.1 million, respectively, for the six months ended June 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.

Current report — wording carried from elsewhere

Hotel revenues were $25.8 million for the six months ended June 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).

Current report — wording carried from elsewhere

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. The increase in 2026 was due primarily to the origination of leasehold loans beginning in the second quarter of 2025.

Current report — wording carried from elsewhere

Other income for the six months ended June 30, 2026 and 2025 includes $4.0 million and $6.3 million, respectively, of management fees from Star Holdings (refer to Note 15 to the consolidated financial statements). Other income for the six months ended June 30, 2025 also includes $0.3 million of other income relating to a Ground Lease in which we are the lessee. Other income for the six months ended June 30, 2026 and 2025 also includes $1.4 million and

Current report — wording carried from elsewhere

$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.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

During the six months ended June 30, 2026 and 2025, we incurred real estate expense of $2.1 million and $2.0 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 months ended June 30, 2025, we also recorded $0.3 million of real estate expense relating to a Ground Lease in which we are the lessee.

Current report — wording carried from elsewhere

Depreciation and amortization during the six months ended June 30, 2026 and 2025 was $3.7 million and $4.3 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.

Current report — wording carried from elsewhere

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 months ended June 30, 2026 and 2025 ($ in thousands):

Current report — wording carried from elsewhere

During the six months ended June 30, 2026, we recorded consolidated income tax expense of $2.1 million, which was primarily attributable to current and deferred tax expense at our taxable REIT subsidiary (“TRS”). Included in our

Current report — wording carried from elsewhere

consolidated income tax expense for the six months ended June 30, 2026, our TRS recorded current income tax expense in the amount of $1.8 million and a deferred income tax expense in the amount of $0.3 million. During the six months ended June 30, 2025, we recorded consolidated income tax expense of $1.7 million, which was primarily attributable to a 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 months ended June 30, 2025, our TRS recorded current and deferred tax expense in the amounts of $0.2 million and $1.5 million, respectively.

Current report — wording carried from elsewhere

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,