UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

For the transition period from                to

Commission File No. 001-38122

Safehold Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (212) 930-9400

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant: (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports); and (ii) has been subject to such filing requirements for the past 90 days. Yes x    No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) . ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨    No x

As of June 30, 2022 the aggregate market value of Safehold Inc. common stock, $0.01 par value per share, held by non-affiliates of the registrant was approximately $762 million, based upon the closing price of $35.37 on the New York Stock Exchange composite tape on such date.

As of March 23, 2023, there were 62,550,217 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this ("Amendment") amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, originally filed with the Securities and Exchange Commission (the "SEC") on February 15, 2023 (the "Original Filing"). We are filing this Amendment pursuant to General Instruction G(3) of Form 10-K to include information required by Part III of Form 10-K that we did not include in the Original Filing, as we do not intend to file a definitive proxy statement for an annual meeting of stockholders within 120 days of the end of our fiscal year ended December 31, 2022. In addition, in connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Item 15 of Part IV has also been amended to reflect the filing of these new certifications. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the Original Filing.

Unless otherwise indicated or unless the context requires otherwise, all references in this Amendment to the "Company," "we," "us" or "our" refer to Safehold Inc., a Maryland corporation, together with its consolidated subsidiaries.

As previously announced, on August 10, 2022, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with iStar Inc. ("STAR") pursuant to which the Company will merge with and into STAR (the "Merger"), with STAR surviving the Merger and changing its name to Safehold Inc. ("New SAFE"). New SAFE's shares of common stock will trade on the New York Stock Exchange under the symbol "SAFE." We currently expect that the Merger will close in the first half of 2023. In the Merger and related transactions, each outstanding share of common stock of the Company will be converted into one share of common stock of New SAFE. Each outstanding share of common stock of STAR will undergo a reverse split and will be converted into a fraction of a share of New SAFE common stock based on the number of shares of the Company's common stock held by STAR at the time of the reverse split, after giving effect to certain adjustments.

Shortly before the closing of the Merger, STAR intends to separate its remaining legacy non-ground lease assets and businesses into a separate public company ("Star Holdings") by distributing to STAR's stockholders, on a pro rata basis, the issued and outstanding equity interests of Star Holdings (the "Spin-Off").

If the Merger, Spin-Off and related transactions are completed, STAR's business thereafter will operate under the name "Safehold Inc." and will be focused on its Ground Lease and Ground Lease-adjacent businesses. Completion of the Merger, Spin-Off and related transactions are subject to a number of conditions, some of which are outside of our control, and there can be no assurance that they will close within our currently anticipated time frame or at all. See note 1 to the consolidated financial statements and "Risk Factors – Risks Related to the Merger and Related Transactions" in the Original Filing for more information. The Company's stockholders approved the Merger at the special meeting held on March 9, 2023. For more information regarding the Merger, Spin-Off and related transactions, please refer to the joint proxy statement/prospectus filed by the Company and STAR with the SEC.

TABLE OF CONTENTS

PART III

Item 10.   Directors, Executive Officers and Corporate Governance of the Registrant

Board of Directors

The following table sets forth the names, ages, positions and biographical information for our directors as of March 23, 2023. Our board currently consists of 6 directors who are elected annually.

Executive Officers

The following table sets for the names, ages, positions and biographical information for our executive officers as of March 23, 2023:

Board of Directors Overview

								Committees
Director and Principal Occupation		Age		Director since		Independent		Audit		Compensation			Nominating and Corporate Governance		Other Current Public Company Boards
Jay Sugarman Chairman and Chief Executive Officer, Safehold Inc. and iStar Inc.		61		2016											¨     iStar Inc.
Dean Adler Co-founder, Principal and Chief Executive Officer, Lubert-Adler Partners, L.P.		66		2017											—
Jesse Hom Managing Director and Global Head of Real Estate Credit and Capital Markets, GIC		39		2021											—
Robin Josephs Former Managing Director, Starwood Capital Group L.P.		63		2017											¨     iStar Inc. ¨     MFA Financial, Inc. ¨     SVF Investment Corp. 2
Jay Nydick Co-founder and Principal, Prospect Ridge Advisors, LLC.		58		2017											—
Stefan Selig Founder and Managing Partner, BridgePark Advisors LLC		60		2017											¨     Simon Property Group, Inc. ¨     Venator Materials PLC
Number of Meetings in 2022:						Board: 13		5		4		4

Chairman of the Board

Committee Chair

Committee Member

Lead Independent Director

Audit Committee Financial Expert

Board Committees

Our Board has three standing committees—Audit, Compensation and Nominating and Corporate Governance — that are made up entirely of independent directors. The Audit, Compensation, and Nominating and Corporate Governance Committees have adopted charters that meet applicable standards prescribed by the NYSE. These charters are available on our website at https://ir.safeholdinc.com/corporate-governance#GovernanceDocuments, and will be provided in print, without charge, to any shareholder who requests copies. Our Board appoints special committees from time to time, as necessary.

The primary functions of the Audit Committee are to:

Our Audit Committee is comprised of Dean Adler (Chair), Jay Nydick and Stefan Selig. The Board, in its judgment, has determined that all members of our Audit Committee meet the independence requirements of the SEC and the New York Stock Exchange, or NYSE. The Board has also determined that at least one member of the Audit Committee, Dean Adler, is an "audit committee financial expert" within the meaning of the rules of the SEC and that each member of our Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE.

The primary functions of the Compensation Committee are to:

The Company has been externally-managed since its inception by a subsidiary of STAR and has no employees at this time. Consequently, the Compensation Committee has not been required to address various issues relating to employee compensation and related matters that will be applicable in the event the Merger is completed and management is internalized.

Our Compensation Committee is comprised of Jay Nydick (Chair), Dean Adler and Stefan Selig. The Board has determined that all members are independent for purposes of NYSE listing standards.

The primary functions of our Nominating and Corporate Governance Committee are to:

In recommending potential director candidates for nomination to our Board of Directors, the Nominating and Corporate Governance Committee considers such factors as it deems appropriate.

These factors may include judgment, skill and experience with businesses and other organizations comparable to us. The charter of our Nominating and Corporate Governance Committee also identifies diversity as one factor which the committee may consider when nominating a candidate for election to the Board. Diversity includes not only factors such as gender, race, ethnicity, and age, but also background, experience, skills, accomplishments, personal qualities and other traits desirable to achieve a representative mix of qualified individuals.

The Nominating and Corporate Governance Committee may solicit and consider suggestions of the directors or management regarding possible nominees, may consider nominees suggested by shareholders and generally shall guide the process of recruiting new directors. The Committee may employ professional search firms or consultants to assist us in identifying potential members of the Board with the desired skills and disciplines. Nominations made by shareholders should be made in accordance with the procedures set forth in our annual proxy statement under "Shareholder Nominations for the Board." Candidates proposed by shareholders will be considered using the same criteria and in the same manner as all other candidates.

Our Nominating and Corporate Governance Committee is comprised of Jesse Hom (Chair), Dean Adler and Jay Nydick. The Board has determined that all members are independent for purposes of NYSE listing standards.

In addition to the standing Committees of the Board of Directors, the Board established a special committee in January 2022 with sole authority to negotiate the terms of any potential strategic transaction with STAR (or an alternative thereto). This special committee was comprised of Messrs. Stefan Selig and Jay Nydick, who the Board has determined are independent and disinterested with respect to STAR.

Corporate Governance

Governing Documents

Our Board has approved Corporate Governance Guidelines that provide the framework for our corporate governance. The Board reviews these guidelines and other aspects of our governance annually or as needed.

Our Code of Conduct documents the principles of conduct and ethics to be followed by our directors, officers, and employees. The purpose of the Code of Conduct is to promote honest and ethical conduct; compliance with applicable governmental rules and regulations; full, fair, accurate, timely and understandable disclosure in periodic reports; prompt internal reporting of violations of the Code of Conduct; and a culture of honesty and accountability. All of our directors, officers and employees are required to acknowledge that they have received and will comply with the Code of Conduct. We will disclose any material changes to the Code of Conduct, and any waivers that are approved for directors or executive officers, in our public SEC filings and on our website within four business days of any such event.

The Corporate Governance Guidelines and Code of Conduct are available on our website at https://ir.safeholdinc.com/corporate-governance#GovernanceDocuments. We will provide paper copies to our shareholders, without charge, on request.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our shareholders. Notable features of our corporate governance structure include the following:

A copy of our corporate governance guidelines may be found on our website at www.safeholdinc.com and will be provided in print, without charge, to any shareholder who requests a copy.

Code of Conduct

Our Board of Directors has adopted a Code of Conduct that sets forth the principles of conduct and ethics to be followed by our directors, officers, our manager and employees of our manager who perform services for us. The purposes of the Code of Conduct are to promote:

A copy of the Code of Conduct has been provided to each of our directors, officers, the manager and relevant employees, who are required to acknowledge that they have received and will comply with the Code. A copy of the Company's Code of Conduct has been previously filed with the SEC and is incorporated by reference in this Annual Report on Form 10-K as Exhibit 14.1. The Code of Conduct is also available on the Company's website at www.safeholdinc.com.

We will disclose on our website material changes to the Code of Conduct, or any waivers for directors or executive officers, if any, within four business days of any such event. As of December 31, 2022, there have been no material amendments to the Code of Conduct and we have not granted any waivers from any provision of the Code of Conduct to any directors or executive officers.

Disclosure Committee

We maintain a Disclosure Committee consisting of members of our executive management and senior staff of our manager. The purpose of the Disclosure Committee is to oversee our system of disclosure controls and assist and advise the CEO and CFO in making the required certifications in SEC reports. The Disclosure Committee brings together on a regular basis key representatives from our core business and employees of our manager who are involved in the preparation of our financial statements to discuss any issues or matters of which the members are aware that should be considered for disclosure in our public SEC filings, and review our draft periodic SEC reports prior to filing. The Disclosure Committee reports to our CEO and, as appropriate, to our Audit Committee. The Disclosure Committee meets quarterly and otherwise as needed. The Disclosure Committee has adopted a written charter to memorialize the Committee's purpose and procedures. A copy of the charter will be provided in print, without charge, to any shareholder who requests a copy.

No Shareholder Rights Plan

We do not have a shareholder rights plan.

Item 11.   Executive Compensation

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis describes our compensation program, objectives and policies for our Chairman and Chief Executive Officer, our President and Chief Investment Officer, our Chief Financial Officer and our Chief Accounting Officer, whom we have determined comprise our "named executive officers," as such term is defined in Item 402(a) of Regulation S-K of the Exchange Act, for our fiscal year ended December 31, 2022.

We are externally managed by a wholly owned subsidiary of STAR, which is our largest shareholder. All of our senior executives are employees of our manager or its affiliates. The location of the executive offices and telephone number of our manager are:

SFTY Manager LLC

1114 Avenue of the Americas 39th Floor

New York, NY 10036

(212) 930-9400

Our named executive officers, or NEOs, who served during 2022 are:

All of these individuals hold identical titles and roles at STAR.

All of our named executive officers serve at the pleasure of the Board of Directors and are customarily appointed as officers at the annual organizational meeting of the Board held following each Annual Meeting of Stockholders.

Overview of Compensation Program / Management Agreement

We have been externally managed and advised by a wholly-owned subsidiary of STAR pursuant to a management agreement, which is publicly available on the SEC's website as an exhibit to Original Filing (incorporated by reference from the Company's Current Report on Form 8-K filed on January 15, 2020) since our inception in 2017 (the Management Agreement). As a result, our named executive officers do not currently receive any compensation directly from us or any of our subsidiaries for serving as our executive officers, other than the Caret Unit awards previously awarded, as discussed below.

Our manager provides the day-to-day management of our business and operations. Our named executive officers (namely, our Chief Executive Officer, President and Chief Investment Officer, Chief Financial Officer and Chief Accounting Officer) and other senior officers are senior STAR officers. We do not have any employees. The Management Agreement does not require our named executive officers to dedicate a specific amount of time to fulfilling our manager's obligations to us under the Management Agreement and does not require a specified amount or percentage of the fees paid to the manager to be allocated to the named executive officers.

We pay our manager a management fee in accordance with the Management Agreement. Our manager is paid a quarterly management fee that increases incrementally as our total equity increases, from 1% to 1.5% of total equity. The quarterly management fee is payable either in cash or in shares of our common stock, at the election of our independent directors. The Management Agreement does not provide for an incentive fee. For the fiscal year ended December 31, 2022, we recorded $20.3 million in management fees to our manager.

We pay, or reimburse our manager for, certain of our operating expenses as well as the costs of personnel performing certain legal, accounting, finance, due diligence tasks and other services, in each case except those specifically required to be borne or elected not to be charged by our manager under the Management Agreement.

In 2022, we did not reimburse our manager or its affiliates for the salaries and other compensation of our named executive officers. In 2022, we reimbursed our manager or its affiliates for the allocable share of compensation, including, without limitation, annual base salary, bonus, any related withholding taxes and employee benefits, paid to certain finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of our manager and its affiliates (other than the named executive officers) who spend all or a portion of their time managing our affairs, based upon the percentage of time devoted by such personnel to our affairs. In 2022, we also reimbursed our manager for our allocable share of rent, utilities and other overhead. For the fiscal year ended December 31, 2022, we were allocated a total of $12.5 million in expenses by our manager.

As we grow, our expenses have grown and our manager has elected to seek reimbursement of additional expenses, including, without limitation, rent, overhead and certain personnel costs. We intend to continue our efforts to grow materially, which we expect will result in increased reimbursements to our manager, which may be material in amount.

The initial term of the Management Agreement, as amended to the date of this Amendment, runs through June 30, 2023 and is terminable only for certain "cause" events. After the initial term, the agreement is automatically renewed each year for an additional one- year term, unless at least two-thirds (2/3) of our independent directors decline to renew the agreement based on unsatisfactory performance, in which event the manager will receive a termination fee equal to three times the annual management fee. After seven annual renewals, we may decline to renew the Management Agreement if at least two-thirds (2/3) of our independent directors determine that the management fee is unfair, and the parties are unable, after good faith negotiations, to agree on a new fee. A termination fee will be payable upon such termination. See "Certain Relationships and Related Transactions — Management Agreement," below.

Executive Compensation Paid by Our Manager and Its Affiliates

Our Chief Executive Officer and other named executive officers are employees of STAR, our manager's parent company, and are compensated under compensation arrangements made with STAR. STAR does not compensate its employees specifically for services rendered in performing obligations to us under the Management Agreement as these individuals also provide services relating to STAR's other business activities.

STAR has informed us that it does not segregate or identify the portion of the compensation awarded to our named executive officers that is attributable to their services to us. The total compensation of our named executive officers reflects the performance of services relating to all of STAR's activities in addition to services provided by these individuals to us.

STAR has informed us that no portion of the management fee paid by us to our manager is specifically allocated to aggregate compensation paid by STAR to our named executive officers.

For context with respect to our named executive officers' compensation, STAR reports that it paid our named executive officers aggregate base salary, annual incentive bonus and long-term incentive compensation in the aggregate amount of $5.3 million during 2022, which amount represented 26.2% of the management fee we paid to our manager in 2022.

STAR reports that its compensation program is designed to foster a strong pay-for-performance culture. In setting compensation for its professionals, including our Chief Executive Officer and our other named executive officers, According to STAR, it allocates pay among base salary, short-term incentives and long-term incentives to emphasize variable, performance-based compensation. This mix is designed to ensure the appropriate alignment of executive compensation with financial performance and shareholder value creation. For our CEO, 11.5% of his total 2022 compensation paid by STAR was variable performance-based pay, 86.6% was fixed base salary, and 1.8% was other compensation. For our other NEOs, 78.3% of their total aggregate 2022 compensation paid by STAR was variable performance-based pay, 20.5% was fixed base salary, and 1.1% was other compensation.

STAR has informed us that it takes into consideration many factors in determining its performance-based pay for its executives, including our named executive officers. In determining its performance-based compensation, STAR has established performance metrics that relate to our business performance and performance metrics that relate to STAR's activities that are unrelated to our business.

The performance metrics utilized by STAR in its executive compensation program are described in detail in its Form 10-K/A (Amendment No. 1) dated March 30, 2023, filed with the SEC and available at www.envisionreports.com/STAR.

For STAR's annual incentive program, STAR has established three performance metrics to determine funding of its annual incentive pool, which are:

STAR's long-term incentive compensation has consisted primarily of the iStar Performance Incentive Plan (iPIP), in which the ultimate value of awards granted to executives is tied directly to the performance of STAR's assets and investments. Payouts of iPIP awards are not guaranteed, are subject to long vesting requirements and are contingent upon meeting strict asset performance and total shareholder return hurdles, incentivizing executives to drive the performance of STAR's portfolio assets over the long term. A significant portion of the most recent iPIP investment pools consist of STAR's investment in our shares, thereby indirectly motivating STAR's executives to drive our share performance. Awards under STAR's iPIP are granted bi-annually and no iPIP awards were granted to our NEOs during 2022.

iPIP Distributions Paid in 2022

The following table presents information furnished by STAR on payouts to our NEOs during 2022 of amounts available for distribution under STAR’s iPIP program in respect of vested iPIP points. These distributions were paid 50% in cash and 50% in shares of STAR’s common stock. After deducting for applicable tax withholdings, the individual received net cash and a net amount of STAR shares. Payouts were made from the 2013-2014 iPIP pool and also from the 2015-2016 iPIP pool, which represented the final payout from the 2015-2016 iPIP pool. The amounts as shown in the table are gross payments, before deducting for applicable tax withholdings.

STAR has also granted long-term incentive awards in the form of restricted stock units, or RSUs, representing the right to receive an equivalent amount of shares of STAR common stock if and when the RSUs vest. RSUs have typically vested based on satisfaction of time-based service conditions.

In setting compensation for its individual employees, including our Chief Executive Officer and other named executive officers, STAR did not take into account the amount of the management fee we pay to our manager.

Merger Related Compensation Actions

STAR has informed us that, in connection with the Merger, Spin-Off and related transactions, STAR’s Compensation Committee approved the following compensation actions, which affect our NEOs and other employees:

STAR has informed us that, in making the compensation decisions related to the Merger, STAR’s Compensation Committee considered that one of the purposes of combining STAR and Safe is to create a pure-play, internally-managed ground lease company; therefore, it would be appropriate for the new combined company to terminate pre-merger incentive compensation arrangements such as iPIP and start with new incentive compensation arrangements that are appropriate for its business. In addition, the Committee focused on creating retention arrangements to retain personnel who are important to executing the Merger, Spin-Off and related transactions successfully, managing the transitions of iStar, Safehold and Star Holdings to their post-transaction businesses and corporate structures and executing the post-transaction business strategies of the combined company and Star Holdings, the separate public company formed to acquire and operate iStar’s remaining legacy non-ground lease assets that is being distributed to the iStar’s stockholders in the Spin-Off.

For a description of compensation payments made to our NEOs in 2023 related to the Merger and related transactions, described above, see STAR’s Form 10-K/A (Amendment No. 1) dated March 30, 2023, filed with the SEC.

Role of Compensation Committee

Since we do not have any employees and do not pay our named executive officers or other officers any compensation, our Compensation Committee does not currently make any recommendations regarding the base salaries, annual incentive bonuses or long-term compensation awards paid to our named executive officers by STAR. Our Compensation Committee reviews and approves any equity-based awards that we may grant under our 2017 Equity Incentive Plan or our Caret Performance Incentive Plan from time to time to our named executive officers or other officers based on recommendations from our Chief Executive Officer. We did not grant any equity based awards to our named executive officers in 2022. The Compensation Committee also oversees risk when it considers granting equity awards under the 2017 Equity Incentive Plan or our Caret Performance Incentive Plan.

Equity Compensation

The Compensation Committee may, from time to time, grant equity-based awards under the 2017 Equity Incentive Plan. These equity-based awards are designed to align the interests of our manager and its personnel in providing services to us under our management agreement with the interests of our shareholders. This allows our manager and its personnel to share in the creation of long-term value for our shareholders through stock appreciation and dividends. These equity-based awards are generally subject to time-based and possibly other vesting requirements designed to promote retention and to achieve strong corporate performance. These awards further provide flexibility to us in our ability to enable our manager and its affiliates who support our manager to attract, motivate and retain talented individuals.

2017 Equity Incentive Plan. The 2017 Equity Incentive Plan provides for the issuance of equity-based awards, including restricted shares of common stock, restricted stock units, stock options, phantom shares, dividend equivalents and other awards based on our common stock. Shares of common stock issued to our independent directors in respect of their annual director fees are also issued under this plan. Our Board of Directors has delegated its administrative responsibilities under the 2017 Equity Incentive Plan to the Compensation Committee. In its capacity as plan administrator, the Compensation Committee has the authority to make awards to members of our manager's management team and employees who perform services for us, our independent directors, advisers, consultants and other personnel, and to determine what form the awards will take and the terms and conditions of the awards. Each of our directors was awarded 6,500 fully-vested shares of our common stock in May 2022 as compensation for services as a director during 2022, other than Mr. Sugarman, our Chairman and Chief Executive Officer, and Mr. Hom, who has waived any compensation as a director. No other compensation was paid by us to our directors during 2022. Other than these awards to directors, no awards were granted by us during 2022 under the 2017 Equity Incentive Plan.

Caret Performance Incentive Plan. In 2018 the Compensation Committee adopted, and in 2019 our shareholders approved, the Caret Performance Incentive Plan to provide directly aligned incentives to management to capture capital appreciation embedded in our ground lease portfolio. Our ground leases typically contain residual rights providing that following the expiration or earlier termination of the lease (e.g., due to an uncured tenant default), we have the right to own the combined property associated with the lease because we regain possession of the land and receive title to the buildings and other improvements thereon for no additional consideration. After we recover our cost basis in the ground leases, any additional principal payments generated as a result of these residual rights are included in what we refer to as the "Owned Residual Portfolio".

Caret Units evidence a separate class of membership profit interests in our subsidiary, Caret Ventures LLC, designated as "Caret Units." Caret Units entitle their holder to receive distributions of cash proceeds in excess of the Company's remaining cost basis, after the repayment of transaction costs, asset-level debt and reasonable reserves, from (1) the sale of a ground lease or a combined property (land and improvements) or (2) a non-recourse mortgage debt refinancing of a ground lease. Our remaining cost basis for this purpose includes our acquisition costs, costs of improvements that we have acquired, carrying and financing costs on improvements that we have acquired that are not covered by revenues, and any unpaid past due rents under a ground lease. We have committed to sell a real property within 12 months after an involuntary termination of a ground lease due to a tenant default or a rejection in tenant bankruptcy, to the extent reasonably and commercially practicable. We have also committed to own all of our ground leases indirectly through our Caret subsidiary.

We created the Caret Units in 2018. A total of 10,000,000 Caret Units are authorized for issuance. Fifteen percent (15%) of that total authorized amount, or 1,500,000 Caret Units, are reserved for awards under the Caret Performance Incentive Plan, and approximately 95% of those Caret Units have been granted as of March 23, 2023. We initially retained the remaining 83.68% of the total authorized Caret Units. On February 15, 2022, we sold an aggregate of 1.37% of the authorized Caret Units to a group of investors (in the case of one investor, we received a commitment to purchase). We currently own the remaining 83.68% of the Caret Units, but may choose to sell additional amounts to third parties in the future, which would reduce our percentage interest in the distributions made to holders of Caret Units. As part of the sale, our subsidiary Caret Ventures is obligated to seek to provide a public market listing for the Caret Units, or securities for which they may be exchanged, by the second anniversary of such sales. In the event market liquidity of the Caret units is not achieved within such two year period at a valuation not less than the purchase price for the Caret units purchased in February 2022, reduced by an amount equal to the amount of subsequent cash distributions made to the investors on account of such Caret units, then the investors in the February 2022 transaction have the right to cause their Caret units purchased in February 2022 to be redeemed by Caret Ventures at such purchase price as so reduced. To the extent that an award of Caret units under the Caret Performance Incentive Plan expires or is cancelled, forfeited or otherwise terminated, the unused Caret Units will again be available for grant.

In August 2022, we entered into an agreement with MSD Partners, L.P. (MSD Partners) who has subscribed to purchase 100,000 Caret Units from us for an aggregate purchase price of $20.0 million conditioned on the closing of the Spin-Off and the Merger. MSD Partners’ obligations to purchase the Caret Units are also subject to certain other conditions. In November 2022, we entered into subscription agreements for an aggregate of 22,500 Caret Units for an aggregate $4.5 million, or $200 per unit, with certain third-party investors. The third-party investors obligations to purchase the Caret Units is contingent upon the MSD Partners’ Caret unit purchase.

In September 2022, we announced that we entered into an agreement, as approved by our board of directors, to sell a Ground Lease in the Washington, D.C. market for $136.0 million to a third-party purchaser. The sale closed on September 29, 2022. The transaction generated a net book gain for us of approximately $46.4 million. After paying closing costs, establishing reserves for Caret-related expenses and deducting the original $76.7 million cost basis to us, the remaining proceeds have been distributed approximately 84% to us and approximately 16% to the minority holders of Caret Units. In addition, MSD Partners will receive a credit against their purchase price for Caret Units equal to the amount they would have received had they held Caret Units at the time of the distribution.

Grants of Caret Units under the Caret Performance Incentive Plan are subject to graduated vesting based on continued service and hurdles of our common stock price. Once a particular stock price hurdle is met, a portion of the awards become eligible to vest, if additional time-based conditions are satisfied. Subject to the recipient's continued service, Caret Unit awards will satisfy the time-vesting condition with respect to 25% of the award on the date on which the stock price target is attained, 25% of the award on the first anniversary of the date on which the stock price target is attained and 50% of the award on the second anniversary of the date on which the stock price target is attained. As of December 31, 2022, all stock price hurdles have been achieved and all Caret Units granted under the Plan are vested, except 1,000 Caret Units that are scheduled to vest on December 31, 2023.

None of our named executive officers received any grants of Caret Units in 2022.

Hedging and Other Transactions

We prohibit directors and senior executives from engaging in transactions in our securities that are inconsistent with a long-term investment in our company. These transactions include any trading activity designed to profit from fluctuations in the price of these securities, such as short sales. We also prohibit the use of forward contracts, equity swaps, collars, exchange funds, puts, calls, options and other derivative securities or any instruments designed to increase in value as a result of, or hedge or offset any decrease in, the market value of our securities.

We prohibit directors and senior executives from significant pledging of our securities as collateral for a loan and holding our securities in a margin account. Any pledging of our securities or margin account arrangements must be pre-approved by our board. The board will not approve any pledges or margin account arrangements unless (a) an individual clearly demonstrates the financial capacity to repay the loan or meet a margin call using available cash or liquid securities without resort to the pledged shares, or (b) the amount of pledged shares or shares held in a margin account is not significant in comparison to the individual’s total ownership of our shares, or (c) the aggregate amount of pledged shares by all insiders is not significant compared to our total outstanding shares.

Summary Compensation Table

For the year ended December 31, 2022, as well as the two preceding years, we did not provide any of our named executive officers with any cash or other compensation.

Grants of Plan-Based Awards

No cash- or equity-based awards were granted by us to our named executive officers during the year ended December 31, 2022.

Outstanding Equity Awards at Fiscal Year-End

None of our named executive officers held any outstanding options or stock awards as of December 31, 2022.

Option Exercises and Stock Vested Table

The following table provides information regarding the vesting of Caret Units held by our named executive officers during the year ended December 31, 2022.

Caret Distribution During 2022

In September 2022, we announced that we entered into an agreement, as approved by our Board, to sell a ground lease in the Washington, D.C. market for $136.0 million to a third-party purchaser. The sale closed on September 29, 2022. The transaction generated a net book gain for us of approximately $46.4 million. After paying closing costs, establishing reserves for Caret-related expenses and deducting the original $76.7 million cost basis to us, the remaining proceeds were distributed approximately 84% to the Company and approximately 16% to holders of Caret Units, in accordance with the terms of the Caret Performance Incentive Plan Incentive Plan.

Our named executive officers received distributions in respect of their Caret Units during 2022, as follows:

Carets Granted to NEOs in 2023

In connection with the post-Merger employment of executive officers and other employees, Safe’s Compensation Committee approved the award of 77,044 new Caret Units to executive officers, other than Messrs. Sugarman and Alvarado, and other employees. Mr. Asnas will receive an award of 15,000 new Caret Units and Mr. Rosenblum will receive an award of 1,000 new Caret Units. The new Caret Units will cliff vest on the fourth anniversary of the grant date if the common stock of NewSAFE, the surviving company in the Merger, has traded at an average of $60.00 or more for at least 30 consecutive days during the four-year vesting period.

Director Compensation

The following table summarizes the compensation earned or paid to our non-employee directors for the fiscal year ended December 31, 2022. Each non-employee director was granted 6,500 shares of our common stock effective June 7, 2022 for services as a director. Jay Sugarman does not receive any compensation for his services as a member of the Board of Directors.

As of December 31, 2022, none of our non-employee directors held any option awards (exercisable or unexercisable) or any unvested stock awards.

Pay Ratio Disclosure

The SEC has issued rules requiring U.S. publicly-traded companies to disclose the ratio of their Chief Executive Officer's compensation to that of their median employee. Disclosure pursuant to such rules is not included herein because we do not have any employees. STAR reports that, for 2022, the ratio of the annual total compensation of Mr. Sugarman, STAR's and our Chief Executive Officer, to the median of the annual total compensation of all of STAR's employees other than Mr. Sugarman was 3 to 1.

Compensation Committee Interlocks

Our Compensation Committee is comprised of Dean Adler, Jay Nydick and Stefan Selig. No member of the Compensation Committee is or was formerly an officer or an employee of the Company. None of our executive officers other than Mr. Sugarman, who is a director of STAR, serves as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving as a member of our Board, nor has such interlocking relationship existed in the past.

Compensation Committee Report

Our Compensation Committee has furnished the following report. The information contained in this "Compensation Committee Report" is not to be deemed "soliciting material" or "filed" with the SEC, nor is such information to be incorporated by reference into any future filings under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that we specifically incorporate it by reference into such filings.

Our Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" required by Item 402(b) of Regulation S-K of the Exchange Act with management.

Based on such review and discussions, our Compensation Committee recommended to our Board that the "Compensation Discussion and Analysis" be included in this Form 10-K/A.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information available to us as of March ___, 2023 (except as otherwise indicated) with respect to any shares of SAFE common stock owned by our directors, executive officers, and any individual or group of stockholders known to be the beneficial owner of more than 5% of our issued and outstanding common stock. We have no options or similar securities outstanding that are currently exercisable or exercisable within 60 days of the date of this proxy statement.

*       Less than 1%

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Directors, officers, and greater than 10% shareholders are required to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements applicable to our directors, officers, and greater than 10% beneficial owners were met, except as follows: We were advised by STAR that, during 2022, STAR was notified by the SEC that 13 of STAR’s Form 4 filings reporting purchases of SAFE shares dating back to 2019 were filed beyond the two-day reporting requirement. These late filings constitute less than 3% of the transactions reported by STAR during this three-year period. Seven of the 13 late filings were filed one day late due to grouping several days’ purchases within the same filing and the additional six were filed several days late for the same reason. We have been advised that STAR promptly responded to the SEC notification, immediately changed its policy so that each day’s purchases will be reported on a separate Form 4 filed within two days and made other pertinent changes to its written policy to ensure timely filing of all future Form 4 reports.

Item 13.   Certain Relationships, Related Transactions and Director Independence

It is the policy of our Board of Directors that all transactions between us and a related party, including any transaction with STAR, must be approved by the members of our board, or a duly authorized committee of our board, who have no financial or other interest in the transaction. A related party includes any director or executive officer, any nominee for director, any shareholder owning 5% of more of our outstanding shares, and any immediate family member of such person.

Specifically, our current policy regarding any transactions in which we and STAR are participants requires approval by a majority of our independent directors.

In determining whether to approve or ratify a related party transaction, the board will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party's interest in the transaction. No director will participate in any discussion or approval of a related party transaction for which he or she is a related party, except that the director will provide all material information concerning the related party transaction to our board.

If a related party transaction will be ongoing, our board may establish guidelines for our management to follow in its ongoing dealings with the related party. The board may delegate to our Nominating and Corporate Governance Committee the authority to review and assess, on at least an annual basis, any such ongoing relationships with the related party to see that they are in compliance with the board's guidelines.

All related party transactions will be disclosed in our applicable filings with the SEC as required under SEC rules.

In connection with our 2017 initial public offering (the "IPO"), we entered into certain transactions with STAR and our two other pre-IPO shareholders, SFTY Venture LLC ("GICRE"), an affiliate of GIC (Realty) Private Limited ("GIC"), and SFTY VII-B, LLC ("LA"), an affiliate of Lubert-Adler, L.P., which are described below. We refer to GICRE and LA as the "continuing investors." GICRE is the beneficial owner of approximately 6.86% of our outstanding common stock. Mr. Hom, one of our directors, is an executive officer of the investment manager of GICRE. Dean Adler, one of our directors, is a founder of LA.

A subsidiary of STAR is our external manager pursuant to the Management Agreement. STAR is also our largest shareholder. Our Board has adopted specific procedures with respect to transactions in which SAFE is also a participant: such transactions must be approved by majority of our independent directors on our Board.

Star has participated in certain of the Company's investment transactions, as the Company's tenant or either as a seller of land or by providing financing to the Company's Ground Lease tenants. Following is a list of transactions entered into during 2022 by the Company and STAR or other persons deemed to be related parties. These transactions were approved by the Company's independent directors in accordance with the Company's policy with respect to related party transactions.

As previously announced, on August 10, 2022, we entered the Merger Agreement with STAR pursuant to which we intend to consummate the Merger. On the same date, we entered into a voting agreement with STAR pursuant to which STAR agreed, among other things, to vote its shares of our common stock as to which STAR has discretionary voting power in favor of the Merger and other proposals presented at our stockholders meeting to consider and approve the Merger.

See note 1 to the consolidated financial statements and "Risk Factors – Risks Related to the Merger and Related Transactions" in the Original Filing for more information. The Company’s stockholders approved the Merger at the special meeting held on March 9, 2023. For more information regarding the Merger, Spin-Off and related transactions, please refer to the joint proxy statement/prospectus filed by the Company and STAR with the SEC.

Director Independence

Our corporate governance guidelines require that a majority of the Board consist of directors who the Board has determined are independent. Our Board has determined that four of our current directors are independent. In determining director independence, the Board considers all relevant facts and circumstances, as well as the NYSE listing standards. In addition, the Board has adopted the following standards to assist them in determining director independence:

Our Board has determined that each of the following non-employee director nominees qualifies as independent under NYSE rules and satisfies our independence standards: Dean Adler, Jesse Hom, Jay Nydick, and Stefan Selig.

The Nominating and Corporate Governance Committee reviewed each director’s employment status and other board commitments and, where applicable, each director’s (and his or her immediate family members’) affiliation with consultants, service providers or suppliers of the organization. With respect to each non-employee director, the Committee determined that either the director was not providing goods or services to us or the amounts involved were below the monetary thresholds set forth in the independence standards noted above.

Item 14.   Principal Registered Public Accounting Firm Fees and Services

The Audit Committee of the board of directors, with the concurrence of the board, has selected Deloitte & Touche LLP, an independent registered public accounting firm, to be our auditors for the fiscal year ending December 31, 2023, subject to ratification by our shareholders.

Accounting Fees and Services

Fees paid to Deloitte & Touche LLP, or Deloitte, our independent registered public accounting firm for the fiscal year ended December 31, 2022 and 2021, were as follows:

Audit Fees. These fees were incurred for professional services rendered in connection with integrated audits of our consolidated financial statements and our internal control over financial reporting, limited reviews of our unaudited consolidated interim financial statements and comfort letters.

Audit-Related Fees. The 2022 fees were incurred for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not disclosed under "Audit Fees." These audit-related fees included fees related to Deloitte’s evaluation of the Company’s proposed accounting for the Merger with STAR and related transactions, review of the Registration Statement on Form S-4 (and amendments) filed with SEC for the Merger and related transactions and review of other SEC filings.

Tax Fees. These fees were incurred for professional services rendered in connection with tax compliance, tax advice, and tax planning. These services included income tax compliance and related tax services.

Our Audit Committee is responsible for retaining and terminating our independent registered public accounting firm (subject, if applicable, to shareholder ratification) and for approving the performance of any non-audit services by the independent registered public accounting firm. In addition, the Audit Committee is responsible for reviewing and evaluating the qualifications, performance, and independence of the lead partner of the independent registered public accounting firm and for presenting its conclusions on those matters to the full board

The Audit Committee has the sole authority to approve all audit engagement fees and terms, as well as significant non-audit services, involving the independent registered public accounting firm. During fiscal 2022, the Audit Committee approved all audit engagement fees and terms involving Deloitte, as well as all significant non-audit services performed by Deloitte.

PART IV

Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

(b)             Exhibits—see index below.

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.