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Star Holdings

For the period ended May 21, 2026. Filed Apr 7, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 7, 2026

STHO$7.54-0.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Additional Information

The Securities and Exchange Commission allows us to “incorporate by reference” information into this proxy statement. That means we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement, except to the extent the information is superseded by information in this proxy statement.

This proxy statement incorporates by reference: (a) the information contained in the Star Holdings Annual Report on Form 10-K for the year ended December 31, 2025; (b) the information contained in all other documents we file with the SEC after the date of this proxy statement and prior to the annual meeting of shareholders. The information contained in any of these documents will be considered part of this proxy statement from the date these documents are filed.

Any statement contained in this proxy statement or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this proxy statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement.

You may obtain, without charge, a copy of any of the documents incorporated by reference herein by:

​​by writing to:Star HoldingsAttention: Investor Relations1114 Avenue of the Americas39th FloorNew York, NY 10036
​by visiting our website:www.starholdingsco.com​
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30 | Star Holdings 2026 Proxy Statement​

Star Holdings

New York, New York 10036

www.starholdingsco.com

01 - Nina Matis 02 - Clifford De Souza 03 - Richard Lieb 31CV For Withhold For Withhold For Withhold A Proposals — The Board of Trustees recommends a vote FOR all the nominees listed and FOR Proposal 2. 049J1C 2. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. 1. Election of Trustees: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. In addition, we will transact, and the proxies will be authorized to vote in their discretion on, such other business as may properly come before the annual meeting or any postponement or adjournment of the meeting. 2026 Annual Meeting Proxy Card Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/STHO or scan the QR code — login details are located in the shaded bar below. Your vote matters – here’s how to vote! Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/STHO Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/STHO Notice of 2026 Annual Meeting of Shareholders Proxy Solicited by Board of Trustees for Annual Meeting — May 21, 2026 9:00 A.M. Eastern Time Jay Sugarman and Austin Lee, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Star Holdings to be held on May 21, 2026 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If this proxy is executed and no such directions are indicated, the Proxies will have authority to vote FOR Item 1, the election of all three (3) listed nominees as Trustees and FOR Item 2, ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Proxy — Star Holdings C Non-Voting Items q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. Change of Address — Please print new address below. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.envisionreports.com/STHO 2026 Annual Meeting of Star Holdings Shareholders The 2026 Annual Meeting of Shareholders of Star Holdings will be held on Thursday, May 21, 2026 at 9:00 A.M. Eastern Time, virtually via the Internet at meetnow.global/M6JSJLU. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.