0001095651-24-000016 | 10-Q | XBRL Viewer

Equity Investments in Ground Leases (Tables)

3 Months Ended

Mar. 31, 2024

Investments, All Other Investments [Abstract]

The Company’s equity investments and its proportionate share of earnings (losses) from equity investments were as follows ($ in thousands):


					Earnings from
	Carrying Value				Equity Method Investments⁽¹⁾
	as of				For the Three Months Ended
	March 31,		December 31,		March 31,
	2024		2023		2024		2023
Equity investment
425 Park Avenue	$	135,854	$	135,288	$	879	$	835
32 Old Slip		53,718		52,425		1,425		1,427
Ground Lease Plus Fund⁽¹⁾		29,589		73,428		889		—
Leasehold Loan Fund⁽²⁾		56,134		49,179		3,719		—
Total	$	275,295	$	310,320	$	6,912	$	2,262

(1)

As of March 31, 2024, the Company has a basis difference of $19.2 million in the Ground Lease Plus Fund that will be amortized over a weighted average remaining term of 106.3 years using the effective interest method. During the three months ended March 31, 2024, $0.2 million of the basis difference was amortized as an increase to earnings from equity method investments.

(2)

As of March 31, 2024, the Company has a basis difference of $10.2 million in the Leasehold Loan Fund that will be amortized over a weighted average remaining term of 2.8 years using the effective interest method. During the three months ended March 31, 2024, $1.0 million of the basis difference was amortized as an increase to earnings from equity method investments.

Net Investment in Sales-type Leases and Ground Lease Receivables

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Net Investment in Sales-type Leases and Ground Lease Receivables

Note 4—Net Investment in Sales-type Leases and Ground Lease Receivables

The Company classifies certain of its Ground Leases as sales-type leases and records the leases within “Net investment in sales-type leases” on the Company’s consolidated balance sheets and records interest income in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In addition, the Company may enter into transactions whereby it acquires land and enters into Ground Leases directly with the seller. These Ground Leases qualify as sales-type leases and, as such, do not qualify for sale leaseback accounting and are accounted for as financing receivables in accordance with ASC 310 - Receivables and are included in “Ground Lease receivables” on the Company’s consolidated balance sheets. The Company records interest income from Ground Lease receivables in “Interest income from sales-type leases” in the Company’s consolidated statements of operations.

In May 2023, the Company entered into a joint venture with a sovereign wealth fund, which is also an existing shareholder, focused on new acquisitions for certain Ground Lease investments. The Company committed approximately $275 million for a 55% controlling interest in the joint venture and the sovereign wealth fund committed approximately $225 million for a 45% noncontrolling interest in the joint venture. Each party’s commitment is

discretionary. The joint venture is a voting interest entity and the Company consolidates the joint venture in its financial statements due to its controlling interest. The Company’s joint venture partners’ interest is recorded in “Noncontrolling interests” on the Company’s consolidated balance sheets. The Company receives a management fee, measured on an asset-by-asset basis, equal to 25 basis points on invested equity for such asset for the first five years following its acquisition, and 15 basis points on invested equity thereafter. The Company will also receive a promote of 15% over a 9% internal rate of return, subject to a 1.275x multiple on invested capital. The venture has first look rights on qualifying investments for 18 months. Since formation, the joint venture acquired three Ground Leases for an aggregate purchase price of $60.1 million, of which $36.2 million has been funded as of March 31, 2024.

In January 2024, the Company acquired a Ground Lease from the Ground Lease Plus Fund for $38.3 million, excluding $36.5 million funded by the Company pursuant to a leasehold improvement allowance (refer to Note 14).

The Company’s net investment in sales-type leases were comprised of the following ($ in thousands):


	March 31, 2024		December 31, 2023
Total undiscounted cash flows⁽¹⁾	$	31,878,760	$	30,586,189
Unguaranteed estimated residual value⁽¹⁾		2,982,536		2,946,928
Present value discount		(31,518,731)		(30,277,457)
Allowance for credit losses		(907)		(465)
Net investment in sales-type leases⁽²⁾	$	3,341,658	$	3,255,195

(1)

As of March 31, 2024, total discounted cash flows were approximately $3,312 million and the discounted unguaranteed estimated residual value was $30.8 million. As of December 31, 2023, total discounted cash flows were approximately $3,225 million and the discounted unguaranteed estimated residual value was $30.4 million.

(2)	As of March 31, 2024 and December 31, 2023, $16.5 million and $16.4 million, respectively, was attributable to noncontrolling interests.

The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the three months ended March 31, 2024 and 2023 ($ in thousands):


	Net Investment in		Ground Lease
	Sales-type Leases		Receivables		Total
Three Months Ended March 31, 2024
Beginning balance	$	3,255,195	$	1,622,298	$	4,877,493
Origination/acquisition/fundings⁽¹⁾		71,978		32,158		104,136
Accretion		14,927		6,930		21,857
Provision for credit losses		(442)		(323)		(765)
Ending balance⁽²⁾	$	3,341,658	$	1,661,063	$	5,002,721


	Net Investment in		Ground Lease
	Sales-type Leases		Receivables		Total
Three Months Ended March 31, 2023
Beginning balance	$	3,106,599	$	1,374,716	$	4,481,315
Impact from adoption of new accounting standard		(351)		(199)		(550)
Origination/acquisition/fundings⁽¹⁾		19,331		50,803		70,134
Accretion		14,226		6,154		20,380
Recovery of credit losses		26		4		30
Ending balance⁽²⁾	$	3,139,831	$	1,431,478	$	4,571,309

(1)

The net investment in sales-type leases is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. For newly originated or acquired Ground Leases, the Company’s estimate of residual value equals the fair value of the land at lease commencement.

(2)

As of March 31, 2024 and December 31, 2023, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status. As of March 31, 2024, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.2% and 5.4%, respectively. As of March 31, 2024, the weighted average remaining life of the Company’s 34 Ground Lease receivables was 97.9 years.

Allowance for Credit Losses—Changes in the Company’s allowance for credit losses on net investment in sales-type leases and Ground Lease receivables for the three months ended March 31, 2024 and 2023 were as follows ($ in thousands):


	Net investment in sales-type leases
	Stabilized		Development		Unfunded
Three Months Ended March 31, 2024	Properties		Properties		Commitments		Total
Allowance for credit losses at beginning of period	$	387	$	78	$	—	$	465
Provision for credit losses⁽¹⁾		325		117		11		453
Allowance for credit losses at end of period⁽²⁾	$	712	$	195	$	11	$	918


	Ground Lease receivables
	Stabilized		Development		Unfunded
Three Months Ended March 31, 2024	Properties		Properties		Commitments		Total
Allowance for credit losses at beginning of period	$	123	$	246	$	37	$	406
Provision for credit losses⁽¹⁾		111		212		1		324
Allowance for credit losses at end of period⁽²⁾	$	234	$	458	$	38	$	730


	Net investment in sales-type leases
	Stabilized		Development		Unfunded
Three Months Ended March 31, 2023	Properties		Properties		Commitments		Total
Allowance for credit losses at beginning of period	$	—	$	—	$	—	$	—
Impact from adoption of new accounting standard⁽³⁾		280		71		6		357
Recovery of credit losses⁽¹⁾		(25)		(1)		(5)		(31)
Allowance for credit losses at end of period⁽²⁾	$	255	$	70	$	1	$	326


	Ground Lease receivables
	Stabilized		Development		Unfunded
Three Months Ended March 31, 2023	Properties		Properties		Commitments		Total
Allowance for credit losses at beginning of period	$	—	$	—	$	—	$	—
Impact from adoption of new accounting standard⁽³⁾		102		97		84		283
Provision for (recovery of) credit losses⁽¹⁾		(9)		5		(21)		(25)
Allowance for credit losses at end of period⁽²⁾	$	93	$	102	$	63	$	258

(1)

During the three months ended March 31, 2024, the Company recorded a provision for credit losses on net investment in sales-type leases and Ground Lease receivables of $0.5 million and $0.3 million, respectively. The provision for credit losses was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since December 31, 2023. During the three months ended March 31, 2023, the Company recorded a recovery of credit losses on net investment in sales-type leases and Ground Lease receivables of $31 thousand and $25 thousand, respectively. The recovery of credit losses on net investment in sales-type leases and Ground Lease receivables was due primarily to an improving macroeconomic forecast since December 31, 2023.

(2)	Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets.

(3)

On January 1, 2023, the Company recorded an allowance for credit losses on net investment in sales-type leases of $0.4 million and an allowance for credit losses on Ground Lease receivables of $0.2 million upon the adoption of ASU 2016-13, of which an aggregate of $0.1 million related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities."

The Company’s amortized cost basis in Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of March 31, 2024 ($ in thousands):


	Year of Origination
	2024		2023		2022		2021		2020		Prior to 2020		Total
Ground Lease receivables
Stabilized properties	$	—	$	19,209	$	153,704	$	198,044	$	181,567	$	452,303	$	1,004,827
Development properties		—		142		579,251		77,535		—		—		656,928
Total	$	—	$	19,351	$	732,955	$	275,579	$	181,567	$	452,303	$	1,661,755

The Company’s amortized cost basis in Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of December 31, 2023 ($ in thousands):


	Year of Origination
	2023		2022		2021		2020		2019		Prior to 2019		Total
Ground Lease receivables
Stabilized properties	$	19,106	$	152,966	$	171,664	$	180,739	$	450,123	$	—	$	974,598
Development properties		139		545,509		102,421		—		—		—		648,069
Total	$	19,245	$	698,475	$	274,085	$	180,739	$	450,123	$	—	$	1,622,667

Future Minimum Lease Payments under Sales-type Leases—Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842 - Leases, excluding lease payments that are not fixed and determinable, in effect as of March 31, 2024, are as follows by year ($ in thousands):


					Fixed Bumps
	Fixed Bumps				with
	with Inflation		Fixed		Percentage
	Adjustments		Bumps		Rent		Total
2024 (remaining nine months)	$	86,556	$	2,955	$	440	$	89,951
2025		108,927		4,001		586		113,514
2026		111,308		4,067		586		115,961
2027		113,331		4,135		586		118,052
2028		115,355		4,294		637		120,286
Thereafter		30,059,026		1,162,938		99,032		31,320,996
Total undiscounted cash flows	$	30,594,503	$	1,182,390	$	101,867	$	31,878,760

During the three months ended March 31, 2024 and 2023, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands):


	Net Investment		Ground
	in Sales-type		Lease
Three Months Ended March 31, 2024	Leases		Receivables		Total
Cash	$	27,270	$	14,091	$	41,361
Non-cash		14,927		6,930		21,857
Total interest income from sales-type leases	$	42,197	$	21,021	$	63,218


	Net Investment		Ground
	in Sales-type		Lease
Three Months Ended March 31, 2023	Leases		Receivables		Total
Cash	$	24,882	$	11,804	$	36,686
Non-cash		14,222		6,154		20,376
Total interest income from sales-type leases	$	39,104	$	17,958	$	57,062

Business and Organization (Details)	3 Months Ended
Business and Organization (Details)	Mar. 31, 2024 segment	Mar. 31, 2023 employee
Business Acquisition [Line Items]
Number of reportable segments \| segment	1
Minimum
Business Acquisition [Line Items]
Ground leases term	30 years
Ground lease investment initial targeted value of ground lease of combined value	30.00%
Ground lease, ratio of property net operating income to ground lease payments due	2.0
Percentage cap for Ground Lease rent increases based on consumer price index	3.00%
Maximum
Business Acquisition [Line Items]
Ground leases term	99 years
Ground lease investment initial targeted value of ground lease of combined value	45.00%
Ground lease, ratio of property net operating income to ground lease payments due	4.5
Percentage cap for Ground Lease rent increases based on consumer price index	3.50%
Safehold, Inc. (Old SAFE)
Business Acquisition [Line Items]
Number of employees \| employee		0
Portfolio Holdings \| Caret Ventures
Business Acquisition [Line Items]
Ownership interest (percent)	100.00%

Related Party Transactions (Details) $ / shares in Units, $ in Thousands, ft² in Millions		1 Months Ended						3 Months Ended
	Aug. 10, 2022 USD ($) shares	Jan. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Feb. 28, 2022 USD ($) director shares	Jan. 31, 2022 director	Nov. 30, 2021 USD ($) director	Jun. 30, 2021 USD ($) ft² agreement	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($) employee $ / shares shares
Related Party Transaction [Line Items]
Management fee expense									$ 5,199
Ground lease acquisition purchase price								$ 32,158	$ 50,803
Future funding obligation, amount								262,500
Land and Related Ground Lease
Related Party Transaction [Line Items]
Leasehold improvement allowance, funded amount								$ 36,500
Ground Lease Plus Fund
Related Party Transaction [Line Items]
Ground lease acquisition purchase price		$ 38,300
Office space development property
Related Party Transaction [Line Items]
Number of square feet \| ft²							1.1
Proceeds from sale of acquisition right under purchase option agreement			$ 300
Purchase price of property under purchase option agreement							$ 215,000
Office space development property \| Other expense
Related Party Transaction [Line Items]
Loss on sale of acquisition right under purchase option agreement			$ 1,900
Caret Units
Related Party Transaction [Line Items]
Number of units sold \| shares				108,571
Proceeds from stock transaction				$ 19,000
Number of shares to be sold under purchase commitment related to merger \| shares				28,571
Expected proceeds from sale of shares under purchase commitment				$ 5,000
Number of independent directors affiliated with an existing shareholder investing in redeemable noncontrolling interest \| director				1
Period in which the entity is obligated to provide a public market listing				2 years
Caret Units \| MSD Partners
Related Party Transaction [Line Items]
Number of shares to be sold under purchase commitment related to merger \| shares	100,000
Expected proceeds from sale of shares under purchase commitment	$ 20,000
Existing third-party Caret unit
Related Party Transaction [Line Items]
Number of shares to be sold under purchase commitment related to merger \| shares									22,500
Expected proceeds from sale of shares under purchase commitment									$ 4,500
Affiliated entity \| iStar Inc.
Related Party Transaction [Line Items]
Management fee paid with common stock, period of restriction from selling stock									2 years
Management fee, percent, threshold one									1.00%
Management fee, percent, threshold two									1.25%
Management fee, percent, threshold three									1.375%
Management fee, percent, threshold four									1.50%
Termination fee, percent of prior years management fee									3.00%
Incentive fee									$ 0
Payment to acquire purchase option agreement							$ 1,200
Affiliated entity \| iStar Inc. \| General and Administrative Expense
Related Party Transaction [Line Items]
Management fee expense									5,200
Reimbursed operating and administrative expenses									3,100
Affiliated entity \| iStar Inc. \| Land and Related Ground Lease
Related Party Transaction [Line Items]
Number of agreements entered into to acquire land and related Ground Lease \| agreement							2
Purchase price per agreement for acquisition of land and related Ground Lease, subject to certain conditions being met						$ 33,300	$ 42,000
Multiple required by seller that may trigger payment of additional consideration						1.25	1.25
Percentage of required seller return on investment that may trigger payment of additional consideration						12.00%	9.00%
Future funding obligation, amount						$ 51,800
Affiliated entity \| Minimum \| iStar Inc.
Related Party Transaction [Line Items]
Management fee, shareholders' equity, incremental threshold amount two									1,500,000
Management fee, shareholders' equity, incremental threshold amount three									3,000,000
Management fee, shareholders' equity, incremental threshold amount four									5,000,000
Affiliated entity \| Maximum \| iStar Inc.
Related Party Transaction [Line Items]
Management fee, shareholders' equity, incremental threshold amount one									1,500,000
Management fee, shareholders' equity, incremental threshold amount two									3,000,000
Management fee, shareholders' equity, incremental threshold amount three									$ 5,000,000
Affiliated entity \| Maximum \| iStar Inc. \| Land and Related Ground Lease
Related Party Transaction [Line Items]
Real estate, leasehold improvement allowance							$ 83,000
Affiliated entity \| IPO \| iStar Inc.
Related Party Transaction [Line Items]
Share price (in dollars per share) \| $ / shares									$ 20.00
iStar Inc. \| Land and Related Ground Lease
Related Party Transaction [Line Items]
Number of independent directors affiliated with an existing shareholder participating in or related to a particular project or transaction \| director					1	1
Leasehold Loan Fund
Related Party Transaction [Line Items]
Ownership percentage								53.00%
iStar Inc.
Related Party Transaction [Line Items]
Number of years as active real estate investor									20 years
Number of agreements entered into to acquire land and related Ground Lease \| agreement							2
iStar Inc. \| MSD Partners
Related Party Transaction [Line Items]
Number of shares to be sold under purchase commitment related to merger \| shares	5,405,406								5,405,406
Expected proceeds from sale of shares under purchase commitment	$ 200,000
Safehold, Inc. (Old SAFE)
Related Party Transaction [Line Items]
Number of employees \| employee									0
Safehold, Inc. (Old SAFE) \| Caret Units
Related Party Transaction [Line Items]
Number of units sold \| shares				108,571
Percentage of authorized shares sold				1.08%
Number of shares to be sold under purchase commitment related to merger \| shares				28,571
Percentage of authorized shares under commitment to be purchased				0.29%
Expected proceeds from sale of shares under purchase commitment				$ 5,000
Number of independent directors affiliated with an existing shareholder investing in redeemable noncontrolling interest \| director				1
Period in which the entity is obligated to provide a public market listing				2 years
MSD Partners \| Caret Units
Related Party Transaction [Line Items]
Number of shares to be sold under purchase commitment related to merger \| shares									100,000
Expected proceeds from sale of shares under purchase commitment									$ 20,000

Related Party Transactions - Star Holdings (Details) - USD ($) $ in Millions		3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Apr. 30, 2023
Selling stockholder sales agreement \| Maximum
Related Party Transaction [Line Items]
Aggregate number of shares					1,000,000
Star Holdings \| Affiliated entity
Related Party Transaction [Line Items]
Management fees recorded		$ 5.5		$ 24.9
Star Holdings \| Safehold Inc.
Related Party Transaction [Line Items]
Ownership percentage		18.90%		18.90%
Star Holdings \| Spinco Manager \| Affiliated entity
Related Party Transaction [Line Items]
Annual management fee paid in Year 1				$ 25.0
Annual management fee - Year 2	$ 15.0		$ 15.0
Annual management fee - Year 3	10.0		10.0
Annual management fee - Year 4	$ 5.0		$ 5.0
Annual management fee percent of gross book value, year five and thereafter	2.00%		2.00%
Management agreement initial term	1 year
Management agreement renewal term	1 year
Notice required to terminate management agreement without cause	180 days
Percentage approval of independent directors to terminate management agreement without cause	66.70%
Notice required to terminate management agreement with cause	30 days
Termination fee, termination without cause	$ 50.0		$ 50.0
Termination fee due to liquidation of consolidated assets after third anniversary of agreement	0.0		0.0
Termination fee due to reduction in consolidated assets - Year 1	30.0		30.0
Termination fee due to reduction in consolidated assets - Year 2	15.0		15.0
Termination fee due to reduction in consolidated assets - Year 3	$ 5.0		$ 5.0

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10—Commitments and Contingencies

Lease Commitments—Future minimum lease obligations under non-cancelable operating leases as of March 31, 2024 are as follows ($ in thousands):⁽¹⁾


2024 (remaining nine months)	$	4,677
2025		6,223
2026		543
2027		543
2028		543
Thereafter		8,192
Total undiscounted cash flows⁽¹⁾		20,721
Present value discount⁽²⁾		(6,284)
Lease liabilities	$	14,437

(1)

Includes cash flows that relate to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $0.5 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease.

(2)

The lease liability equals the present value of the minimum rental payments due under the lease discounted at the rate implicit in the lease or the Company’s incremental secured borrowing rate for similar collateral. For operating leases, lease liabilities were discounted at the Company’s weighted average incremental secured borrowing rate for similar collateral estimated to be 5.7% and the weighted average remaining lease term is 8.8 years. The Company assumed its operating leases from iStar in connection with the Merger and therefore did not directly make any payments under its operating leases for the three months ended March 31, 2023. During the three months ended March 31, 2024, the Company made payments of $1.4 million related to its operating leases.

Unfunded Commitments—The Company has unfunded commitments to certain of its Ground Lease tenants related to leasehold improvement allowances that it expects to fund upon the completion of certain conditions. As of March 31, 2024, the Company had $70.2 million of such commitments, excluding commitments to be funded by noncontrolling interests.

The Company also has unfunded forward commitments related to agreements that it entered into for the acquisition of new Ground Leases or additions to existing Ground Leases if certain conditions are met (refer to Note 14). These commitments may also include leasehold improvement allowances that will be funded to the Ground Lease tenants

when certain conditions are met. As of March 31, 2024, the Company had an aggregate $262.5 million of such commitments. There can be no assurance that the conditions to closing for these transactions will be satisfied and that the Company will acquire the Ground Leases or fund the leasehold improvement allowances.

Other Commitments—Through the Leasehold Loan Fund, the Company will generally fund construction and development loans and build-outs of space in real estate assets over a period of time 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, 2024, the Company had $105.9 million of such commitments.

Legal Proceedings—The Company evaluates developments in legal proceedings that could require a liability to be accrued and/or disclosed. Based on its current knowledge, and after consultation with legal counsel, the Company believes it is not a party to, nor are any of its properties the subject of, any pending legal proceeding that would have a material adverse effect on the Company’s consolidated financial statements.

Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale (Tables)

3 Months Ended

Mar. 31, 2024

Real Estate [Abstract]

Schedule of Real Estate Assets

The Company’s real estate assets consist of the following ($ in thousands):


	As of
	March 31, 2024		December 31, 2023
Land and land improvements, at cost	$	550,191	$	551,105
Buildings and improvements, at cost		193,232		193,232
Less: accumulated depreciation		(41,907)		(40,400)
Total real estate, net	$	701,516	$	703,937
Real estate-related intangible assets, net		212,657		211,113
Real estate available and held for sale⁽¹⁾		10,625		9,711
Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale	$	924,798	$	924,761

(1)	During the three months ended March 31, 2024, the Company transferred $0.9 million of real property that is being marketed for sale to real estate available and held for sale.

Schedule of Real Estate-Related Intangible Assets, Net

Real estate-related intangible assets, net consist of the following items ($ in thousands):


	As of March 31, 2024
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Above-market lease assets, net⁽¹⁾	$	186,002	$	(19,172)	$	166,830
In-place lease assets, net⁽²⁾		68,551		(23,427)		45,124
Other intangible assets, net		750		(47)		703
Total	$	255,303	$	(42,646)	$	212,657


	As of December 31, 2023
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Above-market lease assets, net⁽¹⁾	$	186,002	$	(18,388)	$	167,614
In-place lease assets, net⁽²⁾		65,345		(22,551)		42,794
Other intangible assets, net		750		(45)		705
Total	$	252,097	$	(40,984)	$	211,113

(1)

Above-market lease assets are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease is less than the present value of the contractual in-place rental cash flows. Above-market lease assets are amortized over the non-cancelable term of the leases.

(2)

In-place lease assets are recognized during asset acquisitions and are estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases as well as the value associated with lost rental revenue during the assumed lease-up period. In-place lease assets are amortized over the non-cancelable term of the leases.

Schedule of Amortization of Real Estate Related Intangible Assets

The amortization of real estate-related intangible assets had the following impact on the Company’s consolidated statements of operations for the three months ended March 31, 2024 and 2023 ($ in thousands):


	Income Statement	For the Three Months Ended March 31,
Intangible asset	Location	2024		2023
Above-market lease assets (decrease to income)	Operating lease income	$	784	$	784
In-place lease assets (decrease to income)	Depreciation and amortization		876		889
Other intangible assets (decrease to income)	Operating lease income		2		2

Schedule of Future Amortization Expense

The estimated amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands):⁽¹⁾


Year	Amount
2024 (remaining nine months)	$	5,000
2025		6,667
2026		3,288
2027		3,288
2028		3,280

(1)	As of March 31, 2024, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 80.7 years.

Schedule of Real Estate Related Intangible Liabilities

Real estate-related intangible liabilities, net consist of the following items ($ in thousands):


	As of March 31, 2024
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Below-market lease liabilities⁽¹⁾	$	68,618	$	(5,072)	$	63,546


	As of December 31, 2023
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Below-market lease liabilities⁽¹⁾	$	68,618	$	(4,863)	$	63,755

(1)

Below-market lease liabilities are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease exceeds the present value of the contractual in-place rental cash flows. Below-market lease liabilities are amortized over the non-cancelable term of the leases.

Schedule of Impact of Amortization of Real Estate Related Intangible Liabilities on Statements of Operations

The amortization of real estate-related intangible liabilities had the following impact on the Company’s consolidated statements of operations for the three months ended March 31, 2024 and 2023 ($ in thousands):


	Income Statement	For the Three Months Ended March 31,
Intangible liability	Location	2024		2023
Below-market lease liabilities (increase to income)	Operating lease income	$	208	$	209

Future Minimum Ground Net Lease Payments

Future Minimum Operating Lease Payments—Future minimum lease payments to be collected under non-cancelable operating leases, excluding lease payments that are not fixed and determinable, in effect as of March 31, 2024, are as follows by year ($ in thousands):


			Fixed Bumps						Fixed
			with						Bumps with
	Inflation-		Inflation		Fixed		Percentage		Percentage
Year	Linked		Adjustments		Bumps		Rent⁽¹⁾		Rent		Total
2024 (remaining nine months)	$	4,354	$	13,284	$	1,689	$	8,264	$	316	$	27,907
2025		5,807		18,004		2,313		11,018		421		37,563
2026		5,807		18,370		2,357		986		421		27,941
2027		5,807		18,755		2,388		986		421		28,357
2028		5,807		19,101		2,421		986		304		28,619
Thereafter		429,125		4,289,009		430,688		14,841		—		5,163,663

(1)	During the three months ended March 31, 2024 and 2023, the Company recognized $4.6 million and $3.7 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.

Summary of Significant Accounting Policies - Redeemable Noncontrolling Interests (Details)
$ in Thousands

1 Months Ended

Feb. 28, 2022

USD ($)

director

Mar. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Subsidiary, Sale of Stock [Line Items]

Retained earnings

^[1]

$ 65,630

$ 47,580

Caret Units

Subsidiary, Sale of Stock [Line Items]

Number of units sold | shares

108,571

Number of shares to be sold under purchase commitment related to merger | shares

28,571

Proceeds from stock transaction

$ 19,000

Expected proceeds from sale of shares under purchase commitment

$ 5,000

Number of independent directors affiliated with an existing shareholder investing in redeemable noncontrolling interest | director

Period in which the entity is obligated to provide a public market listing

2 years

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Consolidated Balance Sheets (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Net investment in sales-type leases, allowances

$ 907

$ 465

Ground Lease receivables, allowances

692

369

Loans receivable, net - related party, allowances

$ 2,392

$ 2,429

Common stock, par value (in dollars per share)

$ 0.01

Common stock, shares authorized (in shares)

400,000

Common stock, shares issued (in shares)

71,435

71,077

Common stock, shares outstanding (in shares)

71,435

71,077

Deferred expenses and other assets, net

^[1],[2]

$ 124,877

$ 89,238

Related party

Deferred expenses and other assets, net

$ 6,600

$ 7,100

[1]	As of March 31, 2024 and December 31, 2023, includes $6.6 million and $7.1 million, respectively, due from related parties.
[2]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 15—Subsequent Events

In April 2024, investors in Caret units (refer to Note 3) elected to have their Caret units redeemed at their original purchase price less the amount of distributions previously made on such units.

In April 2024, the Company closed on a new $2.0 billion unsecured revolving credit facility (the “2024 Unsecured Revolver”), which replaces the Company’s 2021 Unsecured Revolver and 2023 Unsecured Revolver, each of which were terminated. At the time of termination, $916 million was drawn on the 2021 Unsecured Revolver, all of which rolled over into the 2024 Unsecured Revolver and remains outstanding as of the date hereof. The 2024 Unsecured Revolver has a borrowing rate of Adjusted SOFR, as defined in the applicable agreement, plus 0.85%, subject to the Company’s credit ratings, with an extended maturity date of May 1, 2029, which includes two six-month extension options.

Basis of Presentation and Principles of Consolidation

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

Note 1—Business and Organization

Business—On March 31, 2023, Safehold Inc. (“Old SAFE”) merged with and into iStar (see Merger Transaction below), at which time Old SAFE ceased to exist and iStar continued as the surviving corporation and changed its name to “Safehold Inc.” (the “Merger”). References to iStar refer to iStar prior to the Merger. For accounting purposes, the Merger is treated as a “reverse acquisition” in which iStar is considered the legal acquirer and Old SAFE is considered the accounting acquirer. Unless context otherwise requires, references to the “Company” refer to the business and operations of Old SAFE and its consolidated subsidiaries prior to the Merger and to Safehold Inc. (formerly known as iStar) and its consolidated subsidiaries following the consummation of the Merger.

The Company operates its business through one reportable segment by acquiring, managing and capitalizing ground leases. The Company also manages entities focused on ground leases (refer to Note 7) and a wholly-owned subsidiary of the Company serves as external manager to Star Holdings (“Star Holdings”), a Maryland statutory trust that holds the legacy non-ground lease assets previously held by iStar. Ground leases are long-term contracts between the landlord (the Company) and a tenant or leaseholder. Ground leases generally represent ownership of the land underlying commercial real estate projects that is net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon (“Ground Leases”). Under a Ground Lease, the tenant is generally responsible for all property operating expenses, such as maintenance, real estate taxes and insurance and is also responsible for development costs and capital expenditures. Ground Leases are typically long-term (base terms ranging from 30 to 99 years, often with tenant renewal options) and have contractual base rent increases (either at a specified percentage or consumer price index (“CPI”) based, or both) and sometimes include percentage rent participations. The Company’s CPI lookbacks are generally capped between 3.0% - 3.5% and generally start between years 11 and 21 of the lease term. In the event cumulative inflation growth for the lookback period exceeds the cap, these rent adjustments may not keep up fully with changes in inflation.

The Company intends to target investments in long-term Ground Leases in which: (i) the initial cost of its Ground Lease represents 30% to 45% of the combined value of the land and buildings and improvements thereon as if there was no Ground Lease on the land (“Combined Property Value”); (ii) the ratio of property net operating income to the Ground Lease payment due the Company (“Ground Rent Coverage”) is between 2.0x to 4.5x, and for this purpose the Company uses estimates of the stabilized property net operating income if it does not receive current tenant information and for properties under construction or in transition, in each case based on leasing activity at the property and available market information, including leasing activity at comparable properties in the relevant market; and (iii) the Ground Lease contains contractual rent escalation clauses or percentage rent that participates in gross revenues generated by the commercial real estate on the land. As Ground Lease lessor, the Company typically has the right to regain possession of its land and take ownership of the buildings and improvements thereon upon tenant default and the termination of the Ground Lease on account of such default. The Company believes that the Ground Lease structure provides an opportunity for potential value accretion through the reversion to the Company, as the Ground Lease owner, of the buildings and improvements on the land at the expiration or earlier termination of the lease, for no additional consideration from the Company.

Prior to the Merger, Old SAFE was managed by SFTY Manager, LLC (the “Former Manager”), a wholly-owned subsidiary of iStar, pursuant to a management agreement. Old SAFE had no employees, as the Former Manager provided all services to it. Old SAFE relied on the extensive investment origination and sourcing platform of its Former Manager to actively promote the benefits of the Ground Lease structure to prospective Ground Lease tenants. Subsequent to the Merger, the Company is internally managed.

Organization—The Company is a Maryland corporation and its common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “SAFE.” The Company (then known as iStar) elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the tax year ended December 31, 1998.

As part of a restructuring in connection with the Merger (the “Caret Restructuring”), Safehold Operating Partnership LP converted into a Delaware limited liability company and renamed itself “Safehold GL Holdings LLC” (“Portfolio Holdings”), with the Company as its managing member. The Company conducts all of its business and owns all of its properties through Portfolio Holdings. In addition, holders of Caret units in Old SAFE’s subsidiary, Caret Ventures LLC (“Caret Ventures”), contributed their interests in Caret Ventures to Portfolio Holdings in return for Caret units issued by Portfolio Holdings. Following the restructuring, 100% of the equity interests in Caret Ventures is held by Portfolio Holdings. The Company, management of the Company, employees and former employees of the Company, affiliates of MSD Partners (as defined below) and other outside investors own the issued and outstanding equity of Portfolio Holdings.

Merger Transaction—On August 10, 2022, Old SAFE entered into an Agreement and Plan of Merger (the “Merger Agreement”) with iStar, and on March 31, 2023, the Merger was completed in accordance with the terms of the Merger Agreement. For accounting purposes, the Merger was accounted for as a business combination using the acquisition method of accounting under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) and treated as a “reverse acquisition” in which iStar is considered the legal acquirer and Old SAFE is considered the accounting acquirer. The Company considered the following relevant facts for this determination:

●

At the time of the Merger closing, Old SAFE shareholders, excluding the Old SAFE shares held directly by iStar, members of iStar management and Star Holdings, control a majority of the voting interests in the Company and the combined company operates under the name “Safehold Inc.;”

●

The composition of the combined company’s board of directors, which includes three directors from Old SAFE, two directors from iStar, and two management members of both Old SAFE and iStar;

●

Old SAFE was the larger entity by size when comparing the key metrics of total assets, total revenue and net income (loss) from continuing operations and allocable to common shareholders; and

●

Substantially all of the assets and liabilities of the Company consist of the historical assets and liabilities of Old SAFE, and the go-forward business plan of the Company is to conduct the Ground Lease business conducted by Old SAFE prior to the Merger.

As a result, the historical financial statements of Old SAFE become the historical financial statements of the Company.

Immediately before the closing of the Merger, iStar separated its remaining legacy non-ground lease assets and businesses, approximately $50.0 million of cash, exclusive of working capital reserves and restricted cash, and approximately 13.5 million shares of Old SAFE common stock into Star Holdings by distributing to iStar’s stockholders, on a pro rata basis, the issued and outstanding equity interests of Star Holdings (the “Spin-Off”).

Other Merger related transactions

On August 10, 2022, iStar entered into an agreement (the “MSD Stock Purchase Agreement”) with MSD Partners, L.P. (“MSD Partners”) pursuant to which MSD Partners agreed to purchase 5,405,406 shares of Old SAFE’s common stock then owned by iStar (the “MSD Stock Purchase”) for an aggregate purchase price of approximately $200 million, or $37.00 per share, payable in cash. MSD Partners’ rights and obligations under the MSD Stock Purchase Agreement were subsequently assigned to certain of its affiliates. The MSD Stock Purchase closed on March 31, 2023, shortly before the closing of the Merger. MSD Partners has the right to designate an observer to the board of directors of the Company, a top-up right on future equity issuances (subject to certain exceptions) and registration rights. MSD Partners is subject to a customary standstill and certain restrictions on sales of its shares of the Company’s common stock.

On August 10, 2022, MSD Partners also agreed to purchase 100,000 Caret units (refer to Note 12) from the Company for an aggregate purchase price of $20.0 million (the “MSD Caret Purchase”). MSD Partners received 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 a December 2022 distribution to other Caret unit holders, which was equal to $0.6 million. MSD Partners’ rights and obligations under the purchase agreement were subsequently assigned to certain of its affiliates. The closing of the MSD Caret Purchase took place in conjunction with the closing of the Merger on March 31, 2023.

Star Holdings was capitalized in part with an 8.0%, four-year term loan from the Company having an initial principal amount of $115.0 million, as well as SOFR plus 3.00% bank debt with an initial principal balance of $140.0 million from Morgan Stanley Bank, N.A. which is secured by approximately 13.5 million shares of the Company (refer to Note 6).

In connection with the Spin-Off, Safehold Management Services Inc. (“SpinCo Manager”), a Delaware corporation and a subsidiary of the Company, entered into a management agreement with Star Holdings effective as of March 31, 2023, pursuant to which SpinCo Manager will continue to operate and pursue the orderly monetization of Star Holding’s assets. Star Holdings paid SpinCo Manager an annual management fee of $25.0 million for the term ended March 31, 2024. The annual fee declines to $15.0 million, $10.0 million and $5.0 million, respectively, for each of the following annual terms, and adjusts to 2.0% of the gross book value of Star Holdings’ assets, excluding shares of the Company’s common stock, thereafter. The Company and Star Holdings also entered into a governance agreement that places certain restrictions on the transfer and voting of the shares of the Company owned by Star Holdings, and a registration rights agreement under which the Company agreed to register such shares for resale in accordance with applicable securities laws.

Note 2—Basis of Presentation and Principles of Consolidation

Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Form 10-Q and Article 10-01 of Regulation S-X for interim financial statements. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”).

The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

In the opinion of management, the accompanying consolidated financial statements contain all adjustments consisting of normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year.

Principles of Consolidation—The consolidated financial statements include the accounts and operations of the Company, its wholly-owned subsidiaries and VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Consolidated VIEs—The Company consolidates VIEs for which it is considered the primary beneficiary. As of March 31, 2024, the total assets of these consolidated VIEs were $74.5 million and total liabilities were $30.0 million. The

classifications of these assets are primarily within “Net investment in sales-type leases,” “Real estate, net,” “Real estate-related intangible assets, net” and “Deferred operating lease income receivable” on the Company’s consolidated balance sheets. The classifications of liabilities are primarily within “Debt obligations, net” and “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. The liabilities of these VIEs are non-recourse to the Company and can only be satisfied from each VIE’s respective assets. The Company has provided no financial support to VIEs that it was not previously contractually required to provide and did not have any unfunded commitments related to consolidated VIEs as of March 31, 2024.

Commitments and Contingencies - Unfunded and Other Commitments (Details) $ in Millions	Mar. 31, 2024 USD ($)
Unfunded commitments
Leasehold improvement allowance, unfunded, pending milestone achievement	$ 70.2
Future funding obligation, amount	262.5
Performance-based commitments	$ 105.9

Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity

Note 12—Equity

Common Stock—At the effective time of the Merger on March 31, 2023, each share of Old SAFE common stock issued and outstanding immediately prior to the effective time (other than any shares owned directly by iStar or any of the wholly-owned subsidiaries of iStar and in each case not held on behalf of third parties) was converted into the right to receive one share of newly issued common stock of the Company. As of March 31, 2024, the Company has one class of common stock outstanding.

In April 2023, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR. In addition, the Company and Portfolio Holdings entered into an ATM Equity Offering Sales Agreement (the “Primary Sales Agreement”) with the sales agents named therein pursuant to which the Company may sell, from time to time, shares of its common stock, $0.01 par value per share (“Common Stock”), having an aggregate gross sales price of up to $300.0 million (the “Primary Shares”) through or to the sales agents. The Company may sell the Primary Shares in amounts and at times to be determined by the Company from time to time but has no obligation to sell any of the Primary Shares. Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of its funding. Through March 31, 2024, the Company has not sold any shares of its common stock through the Primary Sales Agreement.

In August 2023, the Company sold 6,500,000 shares of its common stock in an underwritten public offering for gross proceeds of $139.1 million. The Company’s Chief Executive Officer purchased $1.4 million in shares, or 65,420 shares, from the underwriters in the offering. The underwriters received the same underwriting discount with respect to these shares as they did from other shares of common stock sold to the public in the underwritten offering. Concurrently with the public offering, the Company sold $12.8 million in shares, or 599,983 shares, of its common stock to affiliates of MSD Partners in a private placement. The Company incurred a total of approximately $6.6 million of offering costs in connection with these transactions which were recorded as a reduction to additional paid-in capital.

Equity Plans—Old SAFE adopted an equity incentive plan to provide equity incentive opportunities to members of the Former Manager’s management team and employees who performed services for Old SAFE, Old SAFE’s non-management directors, advisers, consultants and other personnel (the “2017 Equity Incentive Plan”). The 2017 Equity Incentive Plan provided for grants of stock options, shares of restricted common stock, phantom shares, dividend equivalent rights and other equity-based awards, including long-term incentive plan units. Grants under the 2017 Equity Incentive Plan were recognized as compensation costs ratably over the applicable vesting period and recorded in “General and administrative” in the Company’s consolidated statements of operations. Prior to the effective time of the Merger, Old SAFE awarded all shares of Old SAFE common stock remaining available for issuance under the 2017 Equity Incentive Plan to members of its Former Manager’s management team and employees who performed services for Old SAFE. As of March 31, 2024, there were no shares available for issuance for future awards under Old SAFE’s 2017 Equity Incentive Plan.

iStar’s amended and restated 2009 Long-Term Incentive Program (the “LTIP”) was approved by stockholders in 2021 and remained in effect after the closing of the Merger. The LTIP is designed to provide incentive compensation for officers, key employees, directors and advisors of the Company. The LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based performance awards. All awards under the LTIP are made at the discretion of the Company’s Board of Directors. Grants under the LTIP are recognized as compensation costs ratably over the applicable vesting period and recorded in “General and administrative” in the Company’s consolidated statements of operations. In March 2023, the Company granted awards to employees with an aggregate grant date fair value of $25.0 million, or $28.89 per share. In June 2023, the Company issued an aggregate 24,336 vested shares of its common stock with a grant date fair value of $23.58 per share to its directors in consideration for their annual service as directors. On June 20, 2023, the LTIP was further amended to, among other things, increase the aggregate number of shares of common stock available for issuance. As of March 31, 2024, an aggregate of 89,998 shares of the Company’s common stock remains available for awards under the LTIP. As of March 31, 2024, there was $12.5 million of total unrecognized compensation cost related to all unvested restricted stock units that is expected to be recognized over a weighted average remaining vesting/service period of 2.2 years.

Caret Performance Incentive Plan—During the third quarter of 2018, Old SAFE adopted, and in the second quarter of 2019, its stockholders approved, the Caret Performance Incentive Plan (the “Original Caret Performance

Incentive Plan”). Under the Original Caret Performance Incentive Plan, 1,500,000 Caret units were reserved for grants of performance-based awards to Original Caret Performance Incentive Plan participants, including certain of executives of iStar, and Old SAFE’s directors and service providers. Grants under the Original Caret Performance Incentive Plan were subject to vesting based on time-based service conditions and hurdles relating to Old SAFE’s common stock price, all of which have been satisfied. In connection with the Merger, certain of Old SAFE’s former executive officers, entered into re-vesting agreements pursuant to which the executives agreed to subject 25% of their previously vested Caret units to additional vesting conditions which will be satisfied on the second anniversary of the Merger, subject to the applicable executive’s continued employment through such date. In the event of a termination of the executive’s employment by the Company without “cause”, or due to the executive’s death, disability or retirement, the unvested Caret units shall continue to vest as and when the vesting conditions described above are satisfied.

In connection with the consummation of the Merger and the Caret Restructuring, Old SAFE, Caret Ventures and CARET Management Holdings LLC assigned each Award Agreement (as defined in the Original Caret Performance Incentive Plan) relating to outstanding Caret unit awards to Portfolio Holdings pursuant to the Omnibus Assignment, Assumption and Amendment Agreement, dated as of March 31, 2023 (the “Caret Assignment Agreement”).

Following the effectiveness of the Caret Assignment Agreement, Old SAFE amended and restated the Original Caret Performance Incentive Plan (the “Amended Caret Performance Incentive Plan”).

Prior to the Merger, the Old SAFE compensation committee, and following the Merger, the Company’s compensation committee, approved the award of 76,801 new Caret units with an estimated grant date fair value of $8.1 million to executive officers and other employees, other than the Company’s Chief Executive Officer and the Company’s President and Chief Investment Officer, including 15,000 Caret units to the Company’s Chief Financial Officer. The new Caret unit awards were granted immediately following the Merger and the effectiveness of the Amended Caret Performance Incentive Plan, and cliff vest on the fourth anniversary of their grant date if the Company’s common stock has traded at an average per share price of $60.00 or more for at least 30 consecutive trading days during that four-year period. As of March 31, 2024, there was $6.1 million of total unrecognized compensation cost related to all unvested Caret units that is expected to be recognized over a remaining vesting/service period of 3.00 years.

As of March 31, 2024, and after giving effect to the Caret Restructuring and the post-Merger Caret unit awards, Amended Caret Performance Incentive Plan participants held 1,395,082 Caret units, representing 14.5% of the then-outstanding Caret units and 11.6% of the then-authorized Caret units.

During the three months ended March 31, 2024, the Company recognized $0.5 million in expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets. The Company did not incur expense from Caret units during the three months ended March 31, 2023.

401(K) Plan—The Company has a savings and retirement plan (the "401(k) Plan"), which is a voluntary, defined contribution plan. All employees are eligible to participate in the 401(k) Plan following completion of three months of continuous service with the Company. Each participant may contribute on a pretax basis up to the maximum percentage

of compensation and dollar amount permissible under Section 402(g) of the Internal Revenue Code not to exceed the limits of Code Sections 401(k), 404 and 415. At the discretion of the Company’s Board of Directors, the Company may make matching contributions on the participant’s behalf of up to 50% of the participant’s contributions, up to a maximum of 10% of the participants’ compensation. The Company made gross contributions of $0.4 million for the three months ended March 31, 2024.

Accumulated Other Comprehensive Income (Loss)—Accumulated other comprehensive income (loss) consists of net unrealized gains (losses) on the Company’s derivative transactions.

Noncontrolling Interests—Noncontrolling interests includes unrelated third-party equity interests in ventures that are consolidated in the Company’s consolidated financial statements and Caret units that have been sold to third-parties (refer to Note 1) or have been granted to employees of the Company’s Former Manager. See also “Redeemable Noncontrolling Interests” in Note 3.

Dividends—The Company (then known as iStar) elected to be taxed as a REIT beginning with its taxable year ended December 31, 1998. To qualify as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. During the three months ended March 31, 2024 and 2023, the Company declared cash dividends on its common stock of $12.7 million, or $0.177 per share, and $11.1 million, or $0.177 per share, respectively.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Deferred Expenses and Other Assets, Net

Deferred expenses and other assets, net, consist of the following items ($ in thousands):


	As of
	March 31, 2024		December 31, 2023
Operating lease right-of-use asset⁽¹⁾	$	32,929	$	33,964
Interest rate hedge assets		49,036		34,864
Deferred finance costs, net⁽²⁾		4,078		3,692
Other assets⁽³⁾		35,418		13,210
Purchase deposits		2,090		2,090
Leasing costs, net		437		439
Corporate furniture, fixtures and equipment, net		889		979
Deferred expenses and other assets, net	$	124,877	$	89,238

(1)

Operating lease right-of-use asset (and operating lease liability below) relates primarily to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $0.5 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease. Operating lease right-of-use asset is amortized on a straight-line basis over the term of the lease and is recorded in “Real estate expense” in the Company’s consolidated statements of operations. During both the three months ended March 31, 2024 and 2023, the Company recognized $0.1 million in “Real estate expense” and $0.1 million in “Other income” from its operating lease right-of-use asset. The related operating lease liability (see table below) equals the present value of the minimum rental payments due under the lease discounted at the Company’s incremental secured borrowing rate for a similar asset estimated to be 5.5%. The Company also has operating leases for office space that it assumed from iStar in connection with the Merger (refer to Note 10).

(2)	Accumulated amortization of deferred finance costs was $12.3 million and $11.0 million as of March 31, 2024 and December 31, 2023, respectively.

(3)

As of March 31, 2024, includes $19.1 million of cash posted as temporary replacement collateral in a pool that has asset substitution rights related to certain of the Company’s debt obligations. As of March 31, 2024 and December 31, 2023, includes $6.2 million and $6.9 million, respectively, of management fees due from Star Holdings. Through March 31, 2024, the Company has earned $24.9 million of management fees from Star Holdings and as of March 31, 2024, $25.1 million of the transaction price is attributable to performance obligations that remain unsatisfied.

Schedule of Accounts Payable, Accrued Expenses and Other Liabilities

Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands):


	As of
	March 31, 2024		December 31, 2023
Interest payable	$	69,884	$	68,821
Other liabilities		13,714		17,626
Dividends declared and payable		13,149		13,049
Operating lease liability⁽¹⁾		14,437		15,751
Accrued expenses⁽²⁾		7,409		19,271
Accounts payable, accrued expenses and other liabilities	$	118,593	$	134,518

(1)	Refer to Note 10.

(2)	As of March 31, 2024 and December 31, 2023, accrued expenses includes accrued compensation, legal, audit and property expenses.

Loan Receivable, net - Related Party (Details)
$ in Thousands

3 Months Ended

Mar. 31, 2024

USD ($)

Mar. 31, 2023

USD ($)

Dec. 31, 2023

USD ($)

Loan receivable

Interest income - related party

^[1]

$ 2,357

Star Holdings Term Loan Facility | Related party | Star Holdings

Loan receivable

Principal amount

115,000

$ 115,000

Interest income - related party

2,400

Carrying value

$ 112,200

112,100

Fixed interest rate

8.00%

Loan repayment period | D

Excess unrestricted cash applied for loan repayment

$ 50,000

Star Holdings Term Loan Facility | Related party | Star Holdings | Deferred expenses and other assets, net

Loan receivable

Accrued interest receivable

$ 100

Star Holdings Term Loan Facility | Related party | Star Holdings | Maximum

Loan receivable

Fixed interest rate

10.00%

Secured Term Loan Facility

Loan receivable

Recovery of credit losses

$ (2,300)

Secured Term Loan Facility | Related party | Star Holdings

Loan receivable

Principal amount

115,000

Recovery of credit losses

$ 68

Incremental Term Loan Facility | Related party | Star Holdings | Maximum

Loan receivable

Principal amount

$ 25,000

[1]	Refer to Note 6.

Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Reconciliation of cash and cash equivalents and restricted cash presented on the consolidated statements of cash flows

Cash and cash equivalents

$ 11,284

^[1]

$ 20,335

Restricted cash

27,891

^[1]

27,954

Total cash and cash equivalents and restricted cash

39,175

48,289

Supplemental disclosure of non-cash investing and financing activity:

Debt obligations assumed (refer to Note 3)

99,995

Issuance of common stock for acquisition of assets (refer to Note 3)

35,588

Dividends declared to common shareholders

12,672

Accruals for payments of withholding taxes upon vesting for stock-based compensation

1,465

Accrued finance costs

$ 326

Accrued offering costs

$ 1,443

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands

Common Stock

Additional Paid-In Capital

Retained Earnings / Accumulated (Deficit)

Cumulative Effect, Period of Adoption, Adjustment

Retained Earnings / Accumulated (Deficit)

Accumulated Other Comprehensive Income (Loss)

Noncontrolling Interests

Cumulative Effect, Period of Adoption, Adjustment

Total

Balance at the beginning of the period at Dec. 31, 2022

$ 19,011

Balance at the end of the period at Mar. 31, 2023

19,011

Balance at the beginning of the period at Dec. 31, 2022

$ 624

$ 1,986,417

$ (640)

$ 151,226

$ 3,281

$ 4,056

$ (640)

2,145,604

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income (loss)

4,682

4,716

Issuance of common stock, net / amortization

10,476

10,488

Dividends declared

(11,104)

Change in accumulated other comprehensive income (loss)

(27,481)

Contributions from noncontrolling interests

(1,443)

23,914

22,471

Distributions to noncontrolling interests

(515)

Merger consideration (refer to Note 1 and Note 3)

35,576

35,588

Balance at the end of the period at Mar. 31, 2023

639

2,031,026

144,164

(24,200)

27,498

2,179,127

Balance at the beginning of the period at Dec. 31, 2023

^[1]

19,011

Balance at the end of the period at Mar. 31, 2024

^[1]

19,011

Balance at the beginning of the period at Dec. 31, 2023

711

2,184,299

47,580

(1,337)

45,412

2,276,665

^[1]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income (loss)

30,728

301

31,029

Issuance of common stock, net / amortization

6,372

373

6,748

Dividends declared

(12,678)

Change in accumulated other comprehensive income (loss)

27,795

Contributions from noncontrolling interests

123

Distributions to noncontrolling interests

(171)

Balance at the end of the period at Mar. 31, 2024

$ 714

$ 2,190,671

$ 65,630

$ 26,458

$ 46,038

$ 2,329,511

^[1]

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Obligations Under Non-cancelable Operating Leases

Lease Commitments—Future minimum lease obligations under non-cancelable operating leases as of March 31, 2024 are as follows ($ in thousands):⁽¹⁾


2024 (remaining nine months)	$	4,677
2025		6,223
2026		543
2027		543
2028		543
Thereafter		8,192
Total undiscounted cash flows⁽¹⁾		20,721
Present value discount⁽²⁾		(6,284)
Lease liabilities	$	14,437

(1)

(2)

Debt Obligations, net - Schedule of Debt (Details) - USD ($)
$ in Thousands

1 Months Ended

3 Months Ended

12 Months Ended

Mar. 31, 2021

Mar. 31, 2024

Dec. 31, 2023

Feb. 29, 2024

May 31, 2022

Jan. 31, 2022

Nov. 30, 2021

May 31, 2021

Debt Instrument [Line Items]

Total debt obligations

$ 4,190,155

$ 4,096,155

Debt premium, net

(47,277)

(41,790)

Total debt obligations, net

^[1]

4,142,878

4,054,365

Secured Debt

Debt Instrument [Line Items]

Total debt obligations

1,498,113

Debt premium, net

(26,236)

Total debt obligations, net

1,471,877

Secured Debt | Assets pledged as collateral without right

Debt Instrument [Line Items]

Real estate, net investment in sales-type leases and Ground Leases receivables pledged as collateral on debt obligations

2,000,000

Unsecured Debt

Debt Instrument [Line Items]

Total debt obligations

2,692,042

2,598,042

Debt premium, net

(21,041)

Total debt obligations, net

2,671,001

Mortgages | Secured Debt

Debt Instrument [Line Items]

Total debt obligations

$ 1,498,113

Weighted average interest rate

3.99%

Weighted average cash interest rate

3.32%

Consolidated Mortgage Debt, Unconsolidated Mortgage Debt and Unsecured Senior Notes

Debt Instrument [Line Items]

Weighted average interest rate

4.04%

Weighted average cash interest rate

3.57%

2.80% Senior Notes | Unsecured Debt

Debt Instrument [Line Items]

Total debt obligations

$ 400,000

Stated interest rate

2.80%

2.85% Senior Notes | Unsecured Debt

Debt Instrument [Line Items]

Total debt obligations

$ 350,000

Stated interest rate

2.85%

6.10% Senior Notes | Unsecured Debt

Debt Instrument [Line Items]

Total debt obligations

$ 300,000

Stated interest rate

6.10%

3.98% Senior Notes | Unsecured Debt

Debt Instrument [Line Items]

Total debt obligations

$ 475,000

Stated interest rate

3.98%

5.15% Senior Notes | Unsecured Debt

Debt Instrument [Line Items]

Total debt obligations

$ 156,042

Stated interest rate

5.15%

Trust Preferred Securities | Unsecured Debt

Debt Instrument [Line Items]

Total debt obligations

$ 100,000

Trust Preferred Securities | Unsecured Debt | SOFR

Debt Instrument [Line Items]

Basis point spread on variable interest rate (percent)

1.50%

2021 Unsecured Revolver maturing in 2026 | Unsecured Debt

Debt Instrument [Line Items]

Total debt obligations

$ 911,000

$ 1,117,000

2021 Unsecured Revolver maturing in 2026 | Unsecured Debt | SOFR

Debt Instrument [Line Items]

Basis point spread on variable interest rate (percent)

0.90%

2023 Unsecured Revolver maturing in 2025 | Unsecured Debt | SOFR

Debt Instrument [Line Items]

Basis point spread on variable interest rate (percent)

0.90%

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Consolidated Balance Sheets - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

ASSETS

Net investment in sales-type leases ($907 and $465 of allowances as of March 31, 2024 and December 31, 2023, respectively)

^[1]

$ 3,341,658

$ 3,255,195

Ground Lease receivables, net ($692 and $369 of allowances as of March 31, 2024 and December 31, 2023, respectively)

^[1]

1,661,063

1,622,298

Real estate, at cost

^[1]

743,423

744,337

Less: accumulated depreciation

^[1]

(41,907)

(40,400)

Real estate, net

^[1]

701,516

703,937

^[1]

212,657

211,113

Real estate available and held for sale

^[1]

10,625

9,711

Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale

^[1]

924,798

924,761

Loans receivable, net - related party ($2,392 and $2,429 of allowances as of March 31, 2024 and December 31, 2023, respectively)

^[1]

112,179

112,111

Equity investments

^[1]

275,295

310,320

Cash and cash equivalents

^[1]

11,284

18,761

Restricted cash

^[1]

27,891

27,979

Deferred tax asset, net

^[1]

6,744

7,619

Deferred operating lease income receivable

^[1]

187,750

180,032

Deferred expenses and other assets, net

^[1],[2]

124,877

89,238

Total assets

^[1]

6,673,539

6,548,314

Liabilities:

Accounts payable, accrued expenses and other liabilities

^[1]

118,593

134,518

^[1]

63,546

63,755

Debt obligations, net

^[1]

4,142,878

4,054,365

Total liabilities

^[1]

4,325,017

4,252,638

Commitments and contingencies (refer to Note 10)

^[1]

Redeemable noncontrolling interests (refer to Note 3)

^[1]

19,011

Equity:

Common stock, $0.01 par value, 400,000 shares authorized, 71,435 and 71,077 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

^[1]

714

711

Additional paid-in capital

^[1]

2,190,671

2,184,299

Retained earnings

^[1]

65,630

47,580

Accumulated other comprehensive income (loss)

^[1]

26,458

(1,337)

Total Safehold Inc. shareholders' equity

^[1]

2,283,473

2,231,253

Noncontrolling interests

^[1]

46,038

45,412

Total equity

^[1]

2,329,511

2,276,665

Total liabilities, redeemable noncontrolling interests and equity

^[1]

$ 6,673,539

$ 6,548,314

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).
[2]	As of March 31, 2024 and December 31, 2023, includes $6.6 million and $7.1 million, respectively, due from related parties.

Equity (Details) $ / shares in Units, $ in Millions		1 Months Ended			3 Months Ended
Equity (Details) $ / shares in Units, $ in Millions	Mar. 31, 2023 USD ($) D $ / shares shares	Aug. 31, 2023 USD ($) shares	Jun. 30, 2023 $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2024 USD ($) item $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2023 $ / shares	Apr. 30, 2023 USD ($) $ / shares	Sep. 30, 2018 shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares					$ 0.01		$ 0.01	$ 0.01
Number of classes of common stock \| item					1
Cash dividends declared					$ 12.7	$ 11.1
Dividends declared, per share (usd per share) \| $ / shares					$ 0.177	$ 0.177
401(K) Plan
Employer gross contributions					$ 0.4
Public Offering and Private Placement
Class of Stock [Line Items]
Offering costs		$ 6.6
Public Offering
Class of Stock [Line Items]
Proceeds from stock transaction		$ 139.1
Stock issued (in shares) \| shares		6,500,000
Primary sales agreement
Class of Stock [Line Items]
Number of shares sold \| shares					0
MSD Partners \| Private Placement
Class of Stock [Line Items]
Proceeds from private placement offering		$ 12.8
Stock issued (in shares) \| shares		599,983
Maximum
401(K) Plan
Employer match as a percentage of participant's contributions					50.00%
Maximum employer match as a percent of employee's compensation					10.00%
Maximum \| Primary sales agreement
Class of Stock [Line Items]
Aggregate sales price								$ 300.0
Minimum
401(K) Plan
Length of continuous service required for eligibility					3 months
2009 Long Term Incentive Plan
Class of Stock [Line Items]
Aggregate grant date fair value of awards granted during period				$ 25.0
Per share grant date fair value of awards granted during period \| $ / shares				$ 28.89
Number of shares available for issuance for future awards (in shares) \| shares					89,998
Cost not yet recognized, amount					$ 12.5
Period over which costs expected to be recognized					2 years 2 months 12 days
Performance-based awards \| Caret Performance Incentive Plan (the "Original Caret Performance Incentive Plan").
Class of Stock [Line Items]
Previously vested shares subject to additional vesting (as percentage)	25.00%
Performance-based awards \| Amended Caret Performance Incentive Plan
Class of Stock [Line Items]
Estimated grant date fair value	$ 8.1			$ 8.1		$ 8.1
Trigger at average per share price (in dollars per share) \| $ / shares	$ 60.00
Expiration term (in years)	4 years
Awards outstanding (in shares) \| shares					1,395,082
Awards granted during the period \| shares	76,801
Number of awards outstanding of then-outstanding units (as percentage)					14.50%
Number of awards outstanding of then-authorized units (as percentage)					11.60%
Cost not yet recognized, amount					$ 6.1
Period over which costs expected to be recognized					3 years
Performance-based awards \| Amended Caret Performance Incentive Plan \| Minimum
Class of Stock [Line Items]
Threshold consecutive trading days \| D	30
Director \| 2009 Long Term Incentive Plan
Class of Stock [Line Items]
Vested shares of common stock issued \| shares			24,336
Grant date fair value of shares issued \| $ / shares			$ 23.58
Chief Financial Officer \| Performance-based awards \| Amended Caret Performance Incentive Plan
Class of Stock [Line Items]
Awards granted during the period \| shares	15,000
General and Administrative Expense \| Performance-based awards \| Caret Performance Incentive Plan (the "Original Caret Performance Incentive Plan").
Class of Stock [Line Items]
Share-based payment arrangement, expense					$ 0.5
Chief Executive Officer \| Public Offering
Class of Stock [Line Items]
Proceeds from stock transaction		$ 1.4
Stock issued (in shares) \| shares		65,420
Safehold, Inc. (Old SAFE) \| 2017 Equity Incentive Plan
Class of Stock [Line Items]
Number of shares available for issuance for future awards (in shares) \| shares					0
Safehold, Inc. (Old SAFE) \| Performance-based awards \| Caret Performance Incentive Plan (the "Original Caret Performance Incentive Plan").
Class of Stock [Line Items]
Capital shares reserved for future issuance (in shares) \| shares									1,500,000

Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Revenues:

Interest income from sales-type leases

$ 63,218

$ 57,062

Operating lease income

21,003

20,901

Interest income - related party

^[1]

2,357

Other income

^[2]

6,635

366

Total revenues

93,213

78,329

Costs and expenses:

Interest expense

48,631

40,873

Real estate expense

1,079

1,206

Depreciation and amortization

2,487

2,398

General and administrative

^[3]

15,628

15,067

Provision for credit losses

709

2,242

Other expense

14,089

Total costs and expenses

68,625

75,875

Income (loss) from operations before other items

24,588

2,454

Earnings from equity method investments

6,912

2,262

Net income (loss) before income taxes

31,500

4,716

Income tax expense

(471)

Net income (loss)

31,029

4,716

Net (income) attributable to noncontrolling interests

(301)

(34)

Net income (loss) attributable to Safehold Inc. common shareholders

$ 30,728

$ 4,682

Net income (loss)

Basic (dollars per share)

$ 0.43

$ 0.07

Diluted (dollars per shares)

$ 0.43

$ 0.07

Weighted average number of common shares:

Basic (in shares)

71,170

63,672

Diluted (in shares)

71,240

63,672

[1]	Refer to Note 6.
[2]	For the three months ended March 31, 2024, includes $5.5 million of management fees from related parties.
[3]	For the three months ended March 31, 2023, includes $8.3 million of general and administrative expenses incurred to related parties that includes management fees and expense reimbursements to the Former Manager (refer to Note 1).

Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale - Real Estate Assets (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Real Estate [Abstract]

Land and land improvements, at cost

$ 550,191

$ 551,105

Buildings and improvements, at cost

193,232

Less: accumulated depreciation

^[1]

(41,907)

(40,400)

Real estate, net

^[1]

701,516

703,937

^[1]

212,657

211,113

Real estate available and held for sale

^[1]

10,625

9,711

Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale

^[1]

924,798

$ 924,761

Property transferred to real estate available and held for sale

$ 900

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Debt Obligations, net

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt Obligations, net

Note 9—Debt Obligations, net

The Company’s outstanding debt obligations consist of the following ($ in thousands):


	As of				Interest		Scheduled
	March 31, 2024		December 31, 2023		Rate⁽¹⁾		Maturity Date⁽²⁾
Secured credit financing:
Mortgages	$	1,498,113	$	1,498,113	3.99	%	April 2027 to November 2069
Total secured credit financing⁽³⁾		1,498,113		1,498,113
Unsecured financing:
2.80% senior notes		400,000		400,000	2.80	%	June 2031
2.85% senior notes		350,000		350,000	2.85	%	January 2032
6.10% senior notes		300,000		—	6.10	%	April 2034
3.98% senior notes		475,000		475,000	3.98	%	February 2052
5.15% senior notes		156,042		156,042	5.15	%	May 2052
2021 Unsecured Revolver		911,000		1,117,000	Adjusted SOFR plus 0.90	%	March 2026
2023 Unsecured Revolver		—		—	Adjusted SOFR plus 0.90	%	July 2025
Trust preferred securities		100,000		100,000	Adjusted SOFR plus 1.50	%	October 2035
Total unsecured financing		2,692,042		2,598,042
Total debt obligations		4,190,155		4,096,155
Debt premium, discount and deferred financing costs, net		(47,277)		(41,790)
Total debt obligations, net	$	4,142,878	$	4,054,365

(1)

For mortgages, represents the weighted average stated interest rate over the term of the debt from funding through maturity based on the contractual payments owed excluding the effect of debt premium, discount and deferred financing costs. As of March 31, 2024, the weighted average cash interest rate for the Company’s consolidated mortgage debt, based on interest rates in effect at that date, was 3.32%. The difference between the weighted average interest rate and the weighted average cash interest rate is recorded to interest payable within “Accounts payable, accrued expenses, and other liabilities” on the Company’s consolidated balance sheets. As of March 31, 2024, the Company’s combined weighted average stated interest rate and combined weighted average cash interest rate of the Company’s consolidated mortgage debt, the mortgage debt of the Company’s unconsolidated ventures (applying the Company’s percentage interest in the ventures - refer to Note 7), unsecured senior notes and trust preferred securities were 4.04% and 3.57%, respectively.

(2)	Represents the extended maturity date for all debt obligations.

(3)	As of March 31, 2024, $2.0 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations.

Mortgages—Mortgages consist of asset specific non-recourse borrowings that are secured by the Company’s real estate and Ground Leases. As of March 31, 2024, the Company’s mortgages are full term interest only, bear interest at a weighted average interest rate of 3.99% and have maturities between April 2027 and November 2069.

Unsecured Notes—In May 2021, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $400.0 million aggregate principal amount of 2.80% senior notes due June 2031 (the “2.80% Notes”). The 2.80% Notes were issued at 99.127% of par. The Company may redeem the 2.80% Notes in whole at any time or in part from time to time prior to March 15, 2031, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2.80% Notes being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. If the 2.80% Notes are redeemed on or after March 15, 2031, the

redemption price will be equal to 100% of the principal amount of the 2.80% Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

In November 2021, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $350.0 million aggregate principal amount of 2.85% senior notes due January 2032 (the “2.85% Notes”). The 2.85% Notes were issued at 99.123% of par. The Company may redeem the 2.85% Notes in whole at any time or in part from time to time prior to October 15, 2031, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2.85% Notes being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. If the 2.85% Notes are redeemed on or after October 15, 2031, the redemption price will be equal to 100% of the principal amount of the 2.85% Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

In January 2022, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $475.0 million aggregate principal amount of privately-placed 3.98% senior notes due February 2052 (the “3.98% Notes”). Safehold Operating Partnership LP elected to draw these funds in March 2022. The Company may, at its option, prepay at any time all, or from time to time any part of, the 3.98% Notes, in an amount not less than 5% of the aggregate principal amount of the 3.98% Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the applicable make-whole amount calculated in accordance with the indenture, for such tranche determined for the prepayment date with respect to such principal amount; provided, that, so long as no default or event of default shall then exist, at any time on or after November 15, 2051, the Company may, at its option, prepay all or any part of the 3.98% Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date, without any make-whole amount.

In May 2022, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $150.0 million aggregate principal amount of privately-placed 5.15% senior notes due May 2052 (the “5.15% Notes”). The structure of the 5.15% Notes features a stairstep coupon rate in which the Company will pay cash interest at a rate of 2.50% in years 1 through 10, 3.75% in years 11 through 20, and 5.15% in years 21 through 30. The difference between the 5.15% stated rate and the cash interest rate will accrue in each semi-annual payment period and be paid in kind by adding such accrued interest to the outstanding principal balance, to be repaid at maturity in May 2052. The Company may, at its option, prepay at any time all, or from time to time any part of, the 5.15% Notes, in an amount not less than 5% of the aggregate principal amount of the 5.15% Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the applicable make-whole amount calculated in accordance with the indenture; provided, that, so long as no default or event of default shall then exist, at any time on or after February 13, 2052, the Company may, at its option, prepay all or any part of the 5.15% Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date, without any make-whole amount.

In February 2024, Portfolio Holdings (as issuer) and the Company (as guarantor) issued $300.0 million aggregate principal amount of 6.10% senior notes due April 2034 (the “6.10% Notes”). The 6.10% Notes were issued at 98.957% of the principal amount. The Company may redeem the 6.10% Notes in whole at any time or in part from time to time prior to January 1, 2034, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100% of the principal amount of the 6.10% Notes being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. If the 6.10% Notes are redeemed on or after January 1, 2034, the redemption price will be equal to 100% of the principal amount of the 6.10% Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

2021 Unsecured Revolver—In March 2021, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as borrower) and the Company (as guarantor), entered into an unsecured revolving credit facility with an initial maximum aggregate principal amount of up to $1.0 billion (the “2021 Unsecured Revolver”). In December 2021, the Company obtained additional lender commitments increasing the maximum availability to $1.35 billion. The 2021 Unsecured Revolver had an initial maturity of March 2024 with two 12-month extension options exercisable by the Company, subject to certain conditions, and accrues interest at an annual rate of applicable SOFR plus 0.90%, subject to the Company’s credit ratings. The Company also pays a facility fee of 0.10%, subject to the Company’s credit ratings. In March 2024, the Company exercised one of its options to extend the maturity to March 2025. As of March 31, 2024, there was $439.0 million of undrawn capacity on the 2021 Unsecured Revolver. In April 2024, the Company entered into the 2024 Unsecured Revolver, which replaced the 2021 Unsecured Revolver (refer to Note 15).

2023 Unsecured Revolver—In January 2023, Portfolio Holdings, then known as Safehold Operating Partnership LP (as borrower) and the Company (as guarantor) closed on a new $500 million unsecured revolving credit facility (the “2023 Unsecured Revolver”). The 2023 Unsecured Revolver has a current borrowing rate of Adjusted SOFR, as defined in the applicable agreement, plus 0.90%, subject to the Company’s credit ratings, with a maturity of July 31, 2025. As of March 31, 2024, there was $500.0 million of undrawn capacity on the 2023 Unsecured Revolver. In April 2024, the Company entered into the 2024 Unsecured Revolver, which replaced the 2023 Unsecured Revolver (refer to Note 15).

Trust Preferred Securities—The Company assumed trust preferred securities from iStar in connection with the Merger. The trust preferred securities bear interest at three-month Adjusted Term SOFR plus 1.50% and mature in October 2035.

Debt Covenants—The Company is subject to financial covenants under the 2021 Unsecured Revolver and the 2023 Unsecured Revolver, including maintaining: (i) a ratio of total unencumbered assets to total unsecured debt of at least 1.33x; and (ii) a consolidated fixed charge coverage ratio of at least 1.15x, as such terms are defined in the documents governing the 2021 Unsecured Revolver and the 2023 Unsecured Revolver, as applicable. In addition, the 2021 Unsecured Revolver and the 2023 Unsecured Revolver contain customary affirmative and negative covenants. Among other things, these covenants may restrict the Company or certain of its subsidiaries’ ability to incur additional debt or liens, engage in certain mergers, consolidations and other fundamental changes, make other investments or pay dividends. The Company’s 2.80% Notes, 2.85% Notes, 3.98% Notes, 5.15% Notes and 6.10% Notes are subject to a financial covenant requiring a ratio of unencumbered assets to unsecured debt of at least 1.25x and contain customary affirmative and negative covenants. The Company’s 6.10% Notes are also subject to a financial covenant limiting the incurrence of any secured debt that would cause the Company’s secured debt to total assets ratio to exceed 50%. The Company’s 3.98% Notes and 5.15% Notes contain a provision whereby they will be deemed to include additional financial covenants and negative covenants to the extent such covenants are incorporated into Portfolio Holdings’ and/or the Company’s existing or future material credit facilities, including the 2021 Unsecured Revolver and 2023 Unsecured Revolver, and to the extent such covenants are more favorable to the lenders under such material credit facilities than the covenants contained in the 3.98% Notes and 5.15% Notes. The Company’s mortgages contain no significant maintenance or ongoing financial covenants. As of March 31, 2024, the Company was in compliance with all of its financial covenants.

Future Scheduled Maturities—As of March 31, 2024, future scheduled maturities of outstanding debt obligations, assuming all extensions that can be exercised at the Company’s option, are as follows ($ in thousands):


	Secured⁽¹⁾		Unsecured		Total
2024 (remaining nine months)	$	—	$	—	$	—
2025		—		—		—
2026		—		911,000		911,000
2027		237,000		—		237,000
2028		79,193		—		79,193
Thereafter		1,181,920		1,781,042		2,962,962
Total principal maturities		1,498,113		2,692,042		4,190,155
Debt premium, discount and deferred financing costs, net		(26,236)		(21,041)		(47,277)
Total debt obligations, net	$	1,471,877	$	2,671,001	$	4,142,878

(1)	As of March 31, 2024, the Company’s weighted average maturity for its secured mortgages was 27.3 years.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale - Intangibles (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Finite-Lived Intangible Assets [Line Items]

Gross Intangible

$ 255,303

$ 252,097

Accumulated Amortization

(42,646)

(40,984)

Carrying Value

^[1]

212,657

211,113

Below-market lease liabilities - Gross Intangible

68,618

Below-market lease liabilities - Accumulated Amortization

(5,072)

(4,863)

Below-market lease liabilities - Carrying Value

^[1]

63,546

63,755

Above-market lease assets, net

Finite-Lived Intangible Assets [Line Items]

Gross Intangible

186,002

Accumulated Amortization

(19,172)

(18,388)

Carrying Value

166,830

167,614

Above-market lease assets, net | Operating Lease Income

Finite-Lived Intangible Assets [Line Items]

Amortization of real estate related intangible liabilities

784

$ 784

In-place lease assets, net

Finite-Lived Intangible Assets [Line Items]

Gross Intangible

68,551

65,345

Accumulated Amortization

(23,427)

(22,551)

Carrying Value

45,124

42,794

In-place lease assets, net | Depreciation and amortization

Finite-Lived Intangible Assets [Line Items]

Amortization of real estate related intangible liabilities

876

889

Below-market lease | Operating Lease Income

Finite-Lived Intangible Assets [Line Items]

Amortization of real estate related intangible liabilities

208

209

Other intangible assets, net

Finite-Lived Intangible Assets [Line Items]

Gross Intangible

750

Accumulated Amortization

(47)

(45)

Carrying Value

703

$ 705

Other intangible assets, net | Operating Lease Income

Finite-Lived Intangible Assets [Line Items]

Amortization of real estate related intangible liabilities

$ 2

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ 31,029	$ 4,716
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	2,487	2,398
Stock-based compensation expense	4,765	4,680
Deferred operating lease income	(7,718)	(7,827)
Non-cash interest income from sales-type leases	(21,857)	(20,380)
Non-cash interest expense	2,878	3,026
Amortization of real estate-related intangibles, net	577	576
Provision for credit losses	709	2,242
Earnings from equity method investments	(6,912)	(2,262)
Distributions from operations of equity method investments	3,647	547
Amortization of premium, discount and deferred financing costs on debt obligations, net	1,862	1,796
Non-cash management fees		5,199
Other operating activities	(1,877)	1,573
Changes in assets and liabilities:
Changes in deferred expenses and other assets, net	(1,992)	(3,586)
Changes in accounts payable, accrued expenses and other liabilities	(10,662)	489
Cash flows used in operating activities	(3,064)	(6,813)
Cash flows from investing activities:
Origination/acquisition of net investment in sales-type leases and Ground Lease receivables	(79,201)	(69,904)
Origination of loans receivable, net		(114,450)
Payment for merger consideration		(88,685)
Cash and cash equivalents acquired upon merger		3,213
Contributions to equity method investments	(9,192)	(140)
Distributions from equity method investments	19,465
Funding reserves received from Ground Lease tenant net of disbursements		(218)
Funding of cash collateral for debt obligations	(19,112)
Proceeds received from derivative transaction	9,687
Other investing activities	3,650	251
Cash flows used in investing activities	(74,703)	(269,933)
Cash flows from financing activities:
Proceeds from debt obligations	416,871	280,000
Repayments of debt obligations	(326,000)	0
Payments for deferred financing costs	(4,281)	(4,610)
Dividends paid to common shareholders	(12,572)	(22,144)
Payment of offering costs	(51)
Payments for withholding taxes upon vesting for stock-based compensation	(3,594)
Distributions to noncontrolling interests	(171)	(515)
Contributions from noncontrolling interests		23,914
Cash flows provided by financing activities	70,202	276,645
Changes in cash, cash equivalents and restricted cash	(7,565)	(101)
Cash, cash equivalents and restricted cash at beginning of period	46,740	48,390
Cash, cash equivalents and restricted cash at end of period	$ 39,175	$ 48,289

Net Investment in Sales-type Leases and Ground Lease Receivables (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Net Investment in Sales Type Leases

The Company’s net investment in sales-type leases were comprised of the following ($ in thousands):


	March 31, 2024		December 31, 2023
Total undiscounted cash flows⁽¹⁾	$	31,878,760	$	30,586,189
Unguaranteed estimated residual value⁽¹⁾		2,982,536		2,946,928
Present value discount		(31,518,731)		(30,277,457)
Allowance for credit losses		(907)		(465)
Net investment in sales-type leases⁽²⁾	$	3,341,658	$	3,255,195

(1)

(2)	As of March 31, 2024 and December 31, 2023, $16.5 million and $16.4 million, respectively, was attributable to noncontrolling interests.

Schedule of rollforward of net investment in sales-type leases and Ground Lease receivables

The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the three months ended March 31, 2024 and 2023 ($ in thousands):


	Net Investment in		Ground Lease
	Sales-type Leases		Receivables		Total
Three Months Ended March 31, 2024
Beginning balance	$	3,255,195	$	1,622,298	$	4,877,493
Origination/acquisition/fundings⁽¹⁾		71,978		32,158		104,136
Accretion		14,927		6,930		21,857
Provision for credit losses		(442)		(323)		(765)
Ending balance⁽²⁾	$	3,341,658	$	1,661,063	$	5,002,721


	Net Investment in		Ground Lease
	Sales-type Leases		Receivables		Total
Three Months Ended March 31, 2023
Beginning balance	$	3,106,599	$	1,374,716	$	4,481,315
Impact from adoption of new accounting standard		(351)		(199)		(550)
Origination/acquisition/fundings⁽¹⁾		19,331		50,803		70,134
Accretion		14,226		6,154		20,380
Recovery of credit losses		26		4		30
Ending balance⁽²⁾	$	3,139,831	$	1,431,478	$	4,571,309

(1)

(2)

Schedule of changes in allowance for credit losses on net investment in sales-type leases and Ground Lease receivables


	Net investment in sales-type leases
	Stabilized		Development		Unfunded
Three Months Ended March 31, 2024	Properties		Properties		Commitments		Total
Allowance for credit losses at beginning of period	$	387	$	78	$	—	$	465
Provision for credit losses⁽¹⁾		325		117		11		453
Allowance for credit losses at end of period⁽²⁾	$	712	$	195	$	11	$	918


	Ground Lease receivables
	Stabilized		Development		Unfunded
Three Months Ended March 31, 2024	Properties		Properties		Commitments		Total
Allowance for credit losses at beginning of period	$	123	$	246	$	37	$	406
Provision for credit losses⁽¹⁾		111		212		1		324
Allowance for credit losses at end of period⁽²⁾	$	234	$	458	$	38	$	730


	Net investment in sales-type leases
	Stabilized		Development		Unfunded
Three Months Ended March 31, 2023	Properties		Properties		Commitments		Total
Allowance for credit losses at beginning of period	$	—	$	—	$	—	$	—
Impact from adoption of new accounting standard⁽³⁾		280		71		6		357
Recovery of credit losses⁽¹⁾		(25)		(1)		(5)		(31)
Allowance for credit losses at end of period⁽²⁾	$	255	$	70	$	1	$	326


	Ground Lease receivables
	Stabilized		Development		Unfunded
Three Months Ended March 31, 2023	Properties		Properties		Commitments		Total
Allowance for credit losses at beginning of period	$	—	$	—	$	—	$	—
Impact from adoption of new accounting standard⁽³⁾		102		97		84		283
Provision for (recovery of) credit losses⁽¹⁾		(9)		5		(21)		(25)
Allowance for credit losses at end of period⁽²⁾	$	93	$	102	$	63	$	258

(1)

(2)	Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets.

(3)

Amortized Cost Basis in Ground Lease Receivables

The Company’s amortized cost basis in Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of March 31, 2024 ($ in thousands):


	Year of Origination
	2024		2023		2022		2021		2020		Prior to 2020		Total
Ground Lease receivables
Stabilized properties	$	—	$	19,209	$	153,704	$	198,044	$	181,567	$	452,303	$	1,004,827
Development properties		—		142		579,251		77,535		—		—		656,928
Total	$	—	$	19,351	$	732,955	$	275,579	$	181,567	$	452,303	$	1,661,755

The Company’s amortized cost basis in Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of December 31, 2023 ($ in thousands):


	Year of Origination
	2023		2022		2021		2020		2019		Prior to 2019		Total
Ground Lease receivables
Stabilized properties	$	19,106	$	152,966	$	171,664	$	180,739	$	450,123	$	—	$	974,598
Development properties		139		545,509		102,421		—		—		—		648,069
Total	$	19,245	$	698,475	$	274,085	$	180,739	$	450,123	$	—	$	1,622,667

Future Minimum Lease Payments Under Sales-type Leases


					Fixed Bumps
	Fixed Bumps				with
	with Inflation		Fixed		Percentage
	Adjustments		Bumps		Rent		Total
2024 (remaining nine months)	$	86,556	$	2,955	$	440	$	89,951
2025		108,927		4,001		586		113,514
2026		111,308		4,067		586		115,961
2027		113,331		4,135		586		118,052
2028		115,355		4,294		637		120,286
Thereafter		30,059,026		1,162,938		99,032		31,320,996
Total undiscounted cash flows	$	30,594,503	$	1,182,390	$	101,867	$	31,878,760

Recognized Interest Income from Sales type Leases

During the three months ended March 31, 2024 and 2023, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands):


	Net Investment		Ground
	in Sales-type		Lease
Three Months Ended March 31, 2024	Leases		Receivables		Total
Cash	$	27,270	$	14,091	$	41,361
Non-cash		14,927		6,930		21,857
Total interest income from sales-type leases	$	42,197	$	21,021	$	63,218


	Net Investment		Ground
	in Sales-type		Lease
Three Months Ended March 31, 2023	Leases		Receivables		Total
Cash	$	24,882	$	11,804	$	36,686
Non-cash		14,222		6,154		20,376
Total interest income from sales-type leases	$	39,104	$	17,958	$	57,062

Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities

Note 8—Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities

Deferred expenses and other assets, net, consist of the following items ($ in thousands):


	As of
	March 31, 2024		December 31, 2023
Operating lease right-of-use asset⁽¹⁾	$	32,929	$	33,964
Interest rate hedge assets		49,036		34,864
Deferred finance costs, net⁽²⁾		4,078		3,692
Other assets⁽³⁾		35,418		13,210
Purchase deposits		2,090		2,090
Leasing costs, net		437		439
Corporate furniture, fixtures and equipment, net		889		979
Deferred expenses and other assets, net	$	124,877	$	89,238

(1)

(2)	Accumulated amortization of deferred finance costs was $12.3 million and $11.0 million as of March 31, 2024 and December 31, 2023, respectively.

(3)

Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands):


	As of
	March 31, 2024		December 31, 2023
Interest payable	$	69,884	$	68,821
Other liabilities		13,714		17,626
Dividends declared and payable		13,149		13,049
Operating lease liability⁽¹⁾		14,437		15,751
Accrued expenses⁽²⁾		7,409		19,271
Accounts payable, accrued expenses and other liabilities	$	118,593	$	134,518

(1)	Refer to Note 10.

(2)	As of March 31, 2024 and December 31, 2023, accrued expenses includes accrued compensation, legal, audit and property expenses.

Business and Organization - Merger Transactions (Details) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2023 USD ($) director shares	Aug. 10, 2022 USD ($) $ / shares shares	Feb. 28, 2022 USD ($) shares	Mar. 31, 2023 USD ($) shares	Mar. 31, 2024 USD ($)
Merger
Number of directors from Old SAFE entity on new post-merger board \| director	3
Number of directors from iStar entity on new post-merger board \| director	2
Number of management members from both Old SAFE and iStar entities on new post-merger board \| director	2
Caret Units
Merger
Number of shares to be sold under purchase commitment related to merger \| shares			28,571
Expected proceeds from sale of shares under purchase commitment related to merger			$ 5.0
MSD Partners \| Caret Units
Merger
Number of shares to be sold under purchase commitment related to merger \| shares		100,000
Expected proceeds from sale of shares under purchase commitment related to merger		$ 20.0
Purchase price adjustment credit on the sale of shares	$ 0.6
Star Holdings
Merger
Stated interest on term loan	8.00%			8.00%
Term on loan	4 years
Principal amount of term loan	$ 115.0			$ 115.0
Star Holdings
Merger
Cash received in spin off transaction	$ 50.0			$ 50.0
Shares in Old SAFE received in spin off transaction \| shares	13,500,000			13,500,000
Star Holdings \| Morgan Stanley Bank
Merger
Bank debt	$ 140.0			$ 140.0
Number of SAFE shares pledged as security on bank debt \| shares	13,500,000			13,500,000
Star Holdings \| SOFR \| Morgan Stanley Bank
Merger
Basis point spread on variable interest rate (percent)	3.00%
Star Holdings \| Spinco Manager \| Affiliated entity
Merger
Annual management fee paid in Year 1					$ 25.0
Annual management fee - Year 2	$ 15.0			$ 15.0
Annual management fee - Year 3	10.0			10.0
Annual management fee - Year 4	$ 5.0			$ 5.0
Annual management fee percent of gross book value, year five and thereafter	2.00%			2.00%
iStar Inc. \| MSD Partners
Merger
Number of shares to be sold under purchase commitment related to merger \| shares		5,405,406		5,405,406
Expected proceeds from sale of shares under purchase commitment related to merger		$ 200.0
Sale of stock, share price (in dollars per share) \| $ / shares		$ 37.00

Debt Obligations, net - Schedule of Debt Maturities (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Debt Instrument [Line Items]

$ 911,000

237,000

79,193

2,962,962

Total principal maturities

4,190,155

$ 4,096,155

Debt premium, discount and deferred financing costs, net

(47,277)

(41,790)

Total debt obligations, net

^[1]

4,142,878

4,054,365

Secured Debt

Debt Instrument [Line Items]

2027

237,000

2028

79,193

Thereafter

1,181,920

Total principal maturities

1,498,113

Debt premium, discount and deferred financing costs, net

(26,236)

Total debt obligations, net

$ 1,471,877

Weighted average maturity of mortgages

27 years 3 months 18 days

Unsecured Debt

Debt Instrument [Line Items]

2026

$ 911,000

Thereafter

1,781,042

Total principal maturities

2,692,042

$ 2,598,042

Debt premium, discount and deferred financing costs, net

(21,041)

Total debt obligations, net

$ 2,671,001

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Subsequent Events (Details)	1 Months Ended		3 Months Ended	12 Months Ended
Subsequent Events (Details)	Apr. 30, 2024 USD ($) Option	Mar. 31, 2021 USD ($) item	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2021 USD ($)
Subsequent events
Total debt obligations			$ 4,190,155,000	$ 4,096,155,000
Secured Debt
Subsequent events
Total debt obligations			1,498,113,000	1,498,113,000
Unsecured Debt
Subsequent events
Total debt obligations			2,692,042,000	2,598,042,000
2021 Unsecured Revolver maturing in 2026 \| Unsecured Debt
Subsequent events
Maximum borrowing capacity		$ 1,000,000,000.0			$ 1,350,000,000
Total debt obligations			$ 911,000,000	$ 1,117,000,000
Debt extension term		12 months
Number of extension options available \| item		2
2021 Unsecured Revolver maturing in 2026 \| SOFR \| Unsecured Debt
Subsequent events
Basis point spread on variable interest rate (percent)		0.90%	0.90%	0.90%
Subsequent Events \| 2024 Unsecured Revolver maturing in 2029 \| Unsecured Debt
Subsequent events
Maximum borrowing capacity	$ 2,000,000,000.0
Total debt obligations	$ 916,000,000
Debt extension term	6 months
Number of extension options available \| Option	2
Subsequent Events \| 2024 Unsecured Revolver maturing in 2029 \| SOFR \| Unsecured Debt
Subsequent events
Basis point spread on variable interest rate (percent)	0.85%
Subsequent Events \| 2021 Unsecured Revolver maturing in 2026 \| Unsecured Debt
Subsequent events
Repayment of outstanding balance at termination	$ 916,000,000

Net Investment in Sales-type Leases and Ground Lease Receivables - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jan. 01, 2023
Net Investment in Sales-type Leases
Allowance for credit losses at beginning of period	$ 465
Allowance for credit losses, including unfunded commitments, at beginning of period	465
Provision for (recovery of) credit losses	453	$ (31)
Allowance for credit losses at end of period	907
Allowance for credit losses, including unfunded commitments, at end of period	918	326
Ground lease receivables
Allowance for credit losses, including unfunded commitments, at beginning of period	406
(Recovery of) provision for credit losses	324	(25)
Allowance for credit losses, including unfunded commitments, at end of period	730
Amount of allowance for credit losses on ground lease receivables		258
Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-13
Net Investment in Sales-type Leases
Allowance for credit losses, including unfunded commitments, at beginning of period		357
Ground lease receivables
Allowance for credit losses, including unfunded commitments, at beginning of period		283
Amount of allowance for credit losses on net investment in sales-type leases			$ 400
Amount of allowance for credit losses on ground lease receivables			200
Stabilized properties
Net Investment in Sales-type Leases
Allowance for credit losses at beginning of period	387
Provision for (recovery of) credit losses	325	(25)
Allowance for credit losses at end of period	712	255
Ground lease receivables
Allowance for credit losses at beginning of period	123
(Recovery of) provision for credit losses	111	(9)
Allowance for credit losses at end of period	234
Amount of allowance for credit losses on net investment in sales-type leases		93
Stabilized properties \| Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-13
Net Investment in Sales-type Leases
Allowance for credit losses at beginning of period		280
Ground lease receivables
Allowance for credit losses at beginning of period		102
Development properties
Net Investment in Sales-type Leases
Allowance for credit losses at beginning of period	78
Provision for (recovery of) credit losses	117	(1)
Allowance for credit losses at end of period	195	70
Ground lease receivables
Allowance for credit losses at beginning of period	246
(Recovery of) provision for credit losses	212	5
Allowance for credit losses at end of period	458
Amount of allowance for credit losses on net investment in sales-type leases		102
Development properties \| Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-13
Net Investment in Sales-type Leases
Allowance for credit losses at beginning of period		71
Ground lease receivables
Allowance for credit losses at beginning of period		97
Unfunded commitments
Net Investment in Sales-type Leases
Allowance for credit losses at beginning of period	0
Provision for (recovery of) credit losses	11	(5)
Allowance for credit losses at end of period	11	1
Ground lease receivables
Allowance for credit losses at beginning of period	37
(Recovery of) provision for credit losses	1	(21)
Allowance for credit losses at end of period	$ 38
Amount of allowance for credit losses on net investment in sales-type leases		63
Unfunded commitments \| Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-13
Net Investment in Sales-type Leases
Allowance for credit losses at beginning of period		6
Ground lease receivables
Allowance for credit losses at beginning of period		$ 84
Unfunded commitments \| Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-13 \| Accounts payable, accrued expenses and other liabilities
Ground lease receivables
Expected credit losses			$ 100

Basis of Presentation and Principles of Consolidation and Combination (Details) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Variable Interest Entity [Line Items]

Assets

^[1]

$ 6,673,539

$ 6,548,314

Liabilities

^[1]

4,325,017

$ 4,252,638

Variable Interest Entity, Primary Beneficiary

Variable Interest Entity [Line Items]

Assets

74,500

Liabilities

$ 30,000

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Debt Obligations, net (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt Obligations

The Company’s outstanding debt obligations consist of the following ($ in thousands):


	As of				Interest		Scheduled
	March 31, 2024		December 31, 2023		Rate⁽¹⁾		Maturity Date⁽²⁾
Secured credit financing:
Mortgages	$	1,498,113	$	1,498,113	3.99	%	April 2027 to November 2069
Total secured credit financing⁽³⁾		1,498,113		1,498,113
Unsecured financing:
2.80% senior notes		400,000		400,000	2.80	%	June 2031
2.85% senior notes		350,000		350,000	2.85	%	January 2032
6.10% senior notes		300,000		—	6.10	%	April 2034
3.98% senior notes		475,000		475,000	3.98	%	February 2052
5.15% senior notes		156,042		156,042	5.15	%	May 2052
2021 Unsecured Revolver		911,000		1,117,000	Adjusted SOFR plus 0.90	%	March 2026
2023 Unsecured Revolver		—		—	Adjusted SOFR plus 0.90	%	July 2025
Trust preferred securities		100,000		100,000	Adjusted SOFR plus 1.50	%	October 2035
Total unsecured financing		2,692,042		2,598,042
Total debt obligations		4,190,155		4,096,155
Debt premium, discount and deferred financing costs, net		(47,277)		(41,790)
Total debt obligations, net	$	4,142,878	$	4,054,365

(1)

(2)	Represents the extended maturity date for all debt obligations.

(3)	As of March 31, 2024, $2.0 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations.

Schedule of Maturities of Long-term Debt


	Secured⁽¹⁾		Unsecured		Total
2024 (remaining nine months)	$	—	$	—	$	—
2025		—		—		—
2026		—		911,000		911,000
2027		237,000		—		237,000
2028		79,193		—		79,193
Thereafter		1,181,920		1,781,042		2,962,962
Total principal maturities		1,498,113		2,692,042		4,190,155
Debt premium, discount and deferred financing costs, net		(26,236)		(21,041)		(47,277)
Total debt obligations, net	$	1,471,877	$	2,671,001	$	4,142,878

(1)	As of March 31, 2024, the Company’s weighted average maturity for its secured mortgages was 27.3 years.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Fair values

Fair Values—The Company is required to disclose fair value information with regard to its financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The Financial Accounting Standards Board (“FASB”) guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy prioritizes the inputs to be used in valuation techniques to measure fair value: Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The Company determines the estimated fair values of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the Company and the Company’s own assumptions about market participant assumptions.

The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions):


	As of March 31, 2024				As of December 31, 2023
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Assets
Net investment in sales-type leases⁽¹⁾	$	3,342	$	3,683	$	3,255	$	3,118
Ground Lease receivables⁽¹⁾		1,661		1,867		1,622		1,603
Loans receivable, net - related party⁽¹⁾		112		114		112		114
Cash and cash equivalents⁽²⁾		11		11		19		19
Restricted cash⁽²⁾		28		28		28		28

Liabilities
Debt obligations, net⁽¹⁾
Level 1		1,034		914		739		617
Level 3		3,109		2,579		3,315		2,874
Total debt obligations, net		4,143		3,493		4,054		3,491

(1)

The fair value of the Company’s net investment in sales-type leases, Ground Lease receivables and loans receivable, net – related party are classified as Level 3 within the fair value hierarchy. The fair value of the Company’s debt obligations traded in secondary markets are classified as Level 1 within the fair value hierarchy and the fair value of the Company’s debt obligations not traded in secondary markets are classified as Level 3 within the fair value hierarchy.

(2)	The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values and are classified as Level 1 within the fair value hierarchy.

Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests—In February 2022, the Company sold 108,571 Caret units (refer to Note 12) for $19.0 million to third-party investors and received a commitment from an existing shareholder (which is affiliated with one of the Company’s independent directors) for the purchase of 28,571 Caret units for $5.0 million. As part of the sale, the Company agreed to use commercially reasonable efforts to provide public market liquidity for such Caret units by seeking to provide a listing of the Caret units, or securities into which they may be exchanged, within two years of the sale. Because public market liquidity was not achieved by February 2024, the investors in the February 2022 transaction have the right to cause their Caret units purchased in February 2022 to be redeemed by Portfolio Holdings at their original purchase price less the amount of distributions previously made on such units. During the three months ended March 31, 2024, the redemption option was extended to April 2024. In April 2024, all of the investors in the February 2022 transaction exercised this right and elected to have their Caret units redeemed at the original purchase price less the amount of distributions previously made on such units.

The Company classifies these redeemable Caret units in accordance with Accounting Standards Codification (“ASC”) 480: Distinguishing Liabilities from Equity. ASC 480-10-S99-3A requires that equity securities redeemable at the option of the holder be classified outside of permanent stockholders’ equity. The Company classifies redeemable Caret units as “Redeemable noncontrolling interests” in its consolidated balance sheets and consolidated statements of changes in equity. The redeemable noncontrolling interest’s carrying amount is equal to the higher of (i) the initial carrying amount, increased or decreased for the redeemable noncontrolling interest’s share of net income or loss and dividends; or (ii) the redemption value.

Acquisitions

Acquisitions—The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under ASC 805, an acquisition does not qualify as a business when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets; (ii) the acquisition does not include a substantive process in the form of an acquired workforce; or (iii) there is an acquired contract that cannot be replaced without significant cost, effort or delay. Acquisitions of a business are accounted for as business combinations and other acquisition transactions are accounted for as asset acquisitions. Transaction costs related to asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs related to business combinations are expensed as incurred.

The Company’s acquisition of iStar in 2023 was accounted for as a business combination. For business combinations, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the Company’s consolidated balance sheets. In a business combination, the difference, if any, between the purchase consideration and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain.

Fair values are based on available information including discounted cash flow analysis or similar fair value models. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates and other market data. The fair value of the Company’s interests in equity investments acquired is calculated using the fair value of the investments held by the venture, which are valued using methods as described above, and considers the Company’s economics in the venture.

The fair value of financial instruments, which could include loans receivable or net investment in sales-type leases, is based on current market conditions and loan or lease agreements in place. The fair value of tangible assets, which could include land, buildings, building improvements and tenant improvements is determined as if these assets are vacant. Intangible assets may include the value of right of use lease assets, above-market leases and in-place leases. As lessee, right of use lease assets and lease liabilities are measured at the present value of lease payments not yet paid, discounted at the implied rate charged by the lessor if that rate is readily determinable, or if that rate is not readily determinable, the Company's incremental borrowing rate, as of the date of the acquisition. As lessee, operating lease

right of use assets are included in “Deferred expenses and other assets, net” and operating lease liabilities are recorded in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. As lessee, above-market operating lease intangibles and below-market lease assets are each recorded at their fair values and included in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets.

The table below shows the Company’s purchase consideration for the acquisition of iStar ($ in thousands):


Total Company shares as purchase price⁽¹⁾		1,195,034
Stock price of the Company’s common stock⁽²⁾	$	29.78
Fair value of the Company's stock transferred		35,588
Cash consideration paid by the Company to iStar		88,685
Purchase consideration	$	124,273

(1)

The total post-Merger shares of the Company to be held by iStar shareholders includes 12.7 million shares that were issued as consideration for the investment in Old SAFE previously held by iStar as of March 30, 2023 that were retired in connection with the Merger. Accordingly, these shares are excluded from the purchase consideration as they are reflected as a treasury stock repurchase and retirement by Old SAFE.

(2)	Based on the closing price of Old SAFE’s common stock as of March 30, 2023, representing the final closing price prior to the effective time of the Merger.

The Merger was accounted for as a business combination pursuant to ASC 805 and all Merger related costs were expensed as incurred. The Company recorded $18.7 million of Merger expenses during the three months ended March 31, 2023, of which $13.9 million was recorded in “Other expense” and $4.8 million was recorded in “General and administrative” in the Company’s consolidated statements of operations. During the three months ended March 31, 2023, the Company also recorded $0.6 million of related non-recurring charges in “Other expense” and a provision for credit losses of $2.3 million on the Secured Term Loan Facility (refer to Note 6) which was originated at the time of the Merger in conjunction with the Spin-Off. Excluding $3.0 million of related non-recurring charges and the $2.3 million provision for credit losses on the Secured Term Loan Facility, through March 31, 2024, the Company has incurred $26.6 million of Merger expenses.

The following table sets forth the preliminary allocation as of March 31, 2023 of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed, recognized as a result of the acquisition described in Note 1 above, measurement period adjustments and a final allocation of the purchase consideration ($ in thousands):


	Preliminary		Measurement		Final
	Purchase Price Allocation		Period Adjustments		Purchase Price Allocation
Cash and cash equivalents	$	3,213	$	—	$	3,213
Real estate		1,508		—		1,508
Equity investments⁽¹⁾		61,247		—		61,247
Deferred tax asset⁽²⁾		—		6,292		6,292
Deferred expenses and other assets⁽²⁾⁽³⁾		25,442		6,480		31,922
Total assets acquired		91,410		12,772		104,182

Accounts payable, accrued expenses and other liabilities⁽²⁾⁽⁴⁾		(22,939)		(2,340)		(25,279)
Debt obligations⁽⁵⁾		(99,995)		—		(99,995)
Total liabilities assumed		(122,934)		(2,340)		(125,274)

Net identifiable (liabilities assumed) assets acquired		(31,524)		10,432		(21,092)

Purchase consideration	$	124,273	$	—	$	124,273
Add: net identifiable liabilities assumed		31,524		(10,432)		21,092
Goodwill⁽⁶⁾		155,797		(10,432)		145,365

(1)	Equity investments were valued using discount rates between 7.2% and 13.9% and are classified as Level 3 within the fair value hierarchy.

(2)

During the three months ended June 30, 2023, the Company recorded a deferred tax asset in the amount of $6.3 million, net of a valuation allowance in the amount of $2.8 million, and reduced goodwill by $6.3 million. The net deferred tax asset relates to net operating loss carryovers to which the Company’s taxable REIT subsidiary is a successor and were finalized upon filing tax returns subsequent to the Merger for periods prior to the Merger. During the three months ended September 30, 2023, the Company recognized $6.5 million of deferred expenses and other assets related to final state tax receivables and $2.3 million in accounts payable, accrued expenses and other liabilities as a result of finalizing its tax returns which produced additional information not available at the time of the Merger. The following table presents a rollforward of the Company’s goodwill:


Balance at December 31, 2022	$	—
Goodwill recognized at Merger		155,797
Reduction to goodwill resulting from measurement period adjustments		(10,432)
Impairment		(145,365)
Balance at December 31, 2023	$	—

(3)

Deferred expenses and other assets includes $11.0 million attributable to operating lease right of use assets, $4.7 million attributable to prepaid expenses resulting from the settlement of iStar’s compensation plans, $2.1 million attributable to in-place prepaid contracts, $1.3 million attributable to office furniture and equipment and $6.3 million attributable to other receivables.

(4)

Accounts payable, accrued expenses and other liabilities primarily includes a $14.2 million operating lease liability. In addition, under the Merger Agreement, iStar was required to fund its share of merger-related costs and to provide sufficient cash to fund any unresolved corporate obligations and accrued liabilities or costs yet-to-be incurred prior to the Merger. Accounts payable, accrued expenses and other liabilities includes approximately $8.7 million of obligations assumed from iStar, which are offset with corresponding amounts in cash and cash equivalents and amounts receivable in deferred expenses and other assets, net sufficient to settle such obligations.

(5)	Debt obligations were valued using a discount rate of 6.7% and are classified as Level 3 within the fair value hierarchy.

(6)	Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized after the completion of the Merger.

The following table summarizes the Company's pro forma revenues and net income (loss) for the three months ended March 31, 2023 as if the Merger described in Note 1 was completed on January 1, 2022 ($ in thousands):⁽¹⁾


Pro forma revenues			$ 97,256
Pro forma net income			34,288

(1)

The pro forma revenues and net income are presented for informational purposes only and may not be indicative of what the actual results of operations of the Company would have been assuming the transaction occurred on January 1, 2022, nor do they purport to represent the Company’s results of operations for future periods. Due to the Merger closing on March 31, 2023, the revenue and net income of the acquiree for the three months ended March 31, 2023 had an immaterial impact on the Company’s total revenues and net income for the three months ended March 31, 2023.

New Accounting Pronouncements

New accounting pronouncements—In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 requires a joint venture to initially measure all contributions received upon its formation at fair value and is effective for all joint venture entities with a formation date on or after January 1, 2025. ASU 2023-05 is to be applied on a prospective basis, while retrospective application can be elected for joint ventures formed before the effective date. The Company is currently evaluating ASU 2023-05 but does not expect this standard to have a material impact on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 improves disclosures for reportable segments primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires greater disaggregation of information in the rate reconciliation, income taxes paid disaggregated by jurisdiction and certain other amendments to improve income tax disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating ASU 2023-09 but does not expect this standard to have a material impact on its consolidated financial statements.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 30,728	$ 4,682

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.13-02(a)(5))
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 28
-Publisher FASB
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (a)
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-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
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+ Details

Risk Management and Derivatives - Derivative Instrument Gain (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income	$ 29,410	$ (28,424)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings	1,615	(943)
Designated as Hedging Instrument \| Interest Expense \| Interest rate swap
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income	29,410	(28,424)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings	$ 1,615	$ (943)

Net Investment in Sales-type Leases and Ground Lease Receivables - Schedule of Net Investment in Leases (Details)
$ in Thousands

3 Months Ended

Mar. 31, 2024

USD ($)

lease

Mar. 31, 2023

USD ($)

Net Investment in Sales-type Leases

Net Investment in Sales-type Leases, Beginning Balance

$ 3,255,195

^[1]

$ 3,106,599

Net Investment in Sales-type Leases, Origination/acquisition/fundings

71,978

19,331

Net Investment in Sales-type Leases, Accretion

14,927

14,226

Net Investment in Sales-type Leases, Provision for credit losses

(442)

Net Investment in Sales-type Leases, Recovery of credit losses

Net Investment in Sales-type Leases, Ending Balance

3,341,658

^[1]

3,139,831

Ground Lease Receivables

Ground Lease Receivables, Beginning balance

1,622,298

^[1]

1,374,716

Ground Lease Receivables, Origination/acquisition/fundings

32,158

50,803

Ground Lease Receivables, Accretion

6,930

6,154

Ground Lease Receivable, Provision for credit losses

(323)

Ground Lease Receivables, Recovery of credit losses

Ground Lease Receivables, Ending balance

1,661,063

^[1]

1,431,478

Total

Beginning balance

4,877,493

4,481,315

Origination/acquisition/fundings

104,136

70,134

Accretion

21,857

20,380

Provision for credit losses

(765)

Recovery of credit losses

Ending balance

$ 5,002,721

4,571,309

Weighted average accrual rate for net investment in sales-type leases

5.20%

Weighted average accrual rate for net investment in ground lease receivables

5.40%

Ground lease receivables | lease

Weighted Average

Total

Ground leases term

97 years 10 months 24 days

Accounting Standards Update 2016-13

Net Investment in Sales-type Leases

Net Investment in Sales-type Leases, Beginning Balance

(351)

Ground Lease Receivables

Ground Lease Receivables, Beginning balance

(199)

Total

Beginning balance

$ (550)

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Summary of Significant Accounting Policies - Fair Value (Details) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Mar. 31, 2023

Dec. 31, 2022

Assets

Net investment in sales-type leases

$ 3,341,658

$ 3,255,195

Ground Lease receivables

1,661,063

^[1]

1,622,298

^[1]

$ 1,431,478

$ 1,374,716

Loan receivable, net

^[1]

112,179

112,111

Cash and cash equivalents

11,284

^[1]

18,761

^[1]

20,335

Restricted cash

27,891

^[1]

27,979

^[1]

$ 27,954

Liabilities

Debt obligations, net

^[1]

4,142,878

4,054,365

Carrying Value

Assets

Net investment in sales-type leases

3,342,000

3,255,000

Ground Lease receivables

1,661,000

1,622,000

Loan receivable, net

112,000

Cash and cash equivalents

11,000

19,000

Restricted cash

28,000

Liabilities

Debt obligations, net

4,143,000

4,054,000

Carrying Value | Fair Value, Inputs, Level 1

Liabilities

Debt obligations, net

1,034,000

739,000

Carrying Value | Fair Value, Inputs, Level 3

Liabilities

Debt obligations, net

3,109,000

3,315,000

Fair Value

Liabilities

Debt obligations, net

3,493,000

3,491,000

Fair Value | Fair Value, Inputs, Level 1

Assets

Cash and cash equivalents

11,000

19,000

Restricted cash

28,000

Liabilities

Debt obligations, net

914,000

617,000

Fair Value | Fair Value, Inputs, Level 3

Assets

Net investment in sales-type leases

3,683,000

3,118,000

Ground Lease receivables

1,867,000

1,603,000

Loan receivable, net

114,000

Liabilities

Debt obligations, net

$ 2,579,000

$ 2,874,000

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale

3 Months Ended

Mar. 31, 2024

Real Estate [Abstract]

Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale

Note 5—Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale

The Company’s real estate assets consist of the following ($ in thousands):


	As of
	March 31, 2024		December 31, 2023
Land and land improvements, at cost	$	550,191	$	551,105
Buildings and improvements, at cost		193,232		193,232
Less: accumulated depreciation		(41,907)		(40,400)
Total real estate, net	$	701,516	$	703,937
Real estate-related intangible assets, net		212,657		211,113
Real estate available and held for sale⁽¹⁾		10,625		9,711
Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale	$	924,798	$	924,761

(1)	During the three months ended March 31, 2024, the Company transferred $0.9 million of real property that is being marketed for sale to real estate available and held for sale.

Real estate-related intangible assets, net consist of the following items ($ in thousands):


	As of March 31, 2024
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Above-market lease assets, net⁽¹⁾	$	186,002	$	(19,172)	$	166,830
In-place lease assets, net⁽²⁾		68,551		(23,427)		45,124
Other intangible assets, net		750		(47)		703
Total	$	255,303	$	(42,646)	$	212,657


	As of December 31, 2023
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Above-market lease assets, net⁽¹⁾	$	186,002	$	(18,388)	$	167,614
In-place lease assets, net⁽²⁾		65,345		(22,551)		42,794
Other intangible assets, net		750		(45)		705
Total	$	252,097	$	(40,984)	$	211,113

(1)

(2)


	Income Statement	For the Three Months Ended March 31,
Intangible asset	Location	2024		2023
Above-market lease assets (decrease to income)	Operating lease income	$	784	$	784
In-place lease assets (decrease to income)	Depreciation and amortization		876		889
Other intangible assets (decrease to income)	Operating lease income		2		2

The estimated amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands):⁽¹⁾


Year	Amount
2024 (remaining nine months)	$	5,000
2025		6,667
2026		3,288
2027		3,288
2028		3,280

(1)	As of March 31, 2024, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 80.7 years.

Real estate-related intangible liabilities, net consist of the following items ($ in thousands):


	As of March 31, 2024
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Below-market lease liabilities⁽¹⁾	$	68,618	$	(5,072)	$	63,546


	As of December 31, 2023
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Below-market lease liabilities⁽¹⁾	$	68,618	$	(4,863)	$	63,755

(1)


	Income Statement	For the Three Months Ended March 31,
Intangible liability	Location	2024		2023
Below-market lease liabilities (increase to income)	Operating lease income	$	208	$	209


			Fixed Bumps						Fixed
			with						Bumps with
	Inflation-		Inflation		Fixed		Percentage		Percentage
Year	Linked		Adjustments		Bumps		Rent⁽¹⁾		Rent		Total
2024 (remaining nine months)	$	4,354	$	13,284	$	1,689	$	8,264	$	316	$	27,907
2025		5,807		18,004		2,313		11,018		421		37,563
2026		5,807		18,370		2,357		986		421		27,941
2027		5,807		18,755		2,388		986		421		28,357
2028		5,807		19,101		2,421		986		304		28,619
Thereafter		429,125		4,289,009		430,688		14,841		—		5,163,663

(1)	During the three months ended March 31, 2024 and 2023, the Company recognized $4.6 million and $3.7 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share


	Three Months Ended
	March 31,
	2024		2023
Net income (loss)	$	31,029	$	4,716
Net (income) attributable to noncontrolling interests		(301)		(34)
Net income (loss) attributable to Safehold Inc. common shareholders for basic and diluted earnings per common share	$	30,728	$	4,682


	Three Months Ended
	March 31,
	2024		2023
Earnings attributable to common shares:
Numerator for basic and diluted earnings per share:
Net income (loss) attributable to Safehold Inc. common shareholders - basic	$	30,728	$	4,682
Net income (loss) attributable to Safehold Inc. common shareholders - diluted	$	30,728	$	4,682

Denominator for basic and diluted earnings per share:⁽¹⁾
Weighted average common shares outstanding for basic earnings per common share		71,170		63,672
Add: Effect of assumed shares under treasury stock method for restricted stock units		70		—
Weighted average common shares outstanding for diluted earnings per common share		71,240		63,672

Basic and diluted earnings per common share:⁽¹⁾
Net income (loss) attributable to Safehold Inc. common shareholders - basic	$	0.43	$	0.07
Net income (loss) attributable to Safehold Inc. common shareholders - diluted	$	0.43	$	0.07

(1)	For the three months ended March 31, 2024 and 2023, the effect of 21,792 and 4,650, respectively, of the Company’s restricted stock awards were antidilutive.

Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities - Schedule of Other Liabilities (Details) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Interest payable

$ 69,884

$ 68,821

Other liabilities

13,714

17,626

Dividends declared and payable

13,149

13,049

Operating lease liability

14,437

15,751

Accrued expenses

7,409

19,271

Accounts payable, accrued expenses and other liabilities

^[1]

$ 118,593

$ 134,518

Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]

Accounts payable, accrued expenses and other liabilities

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Earnings Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Note 13—Earnings Per Share

Earnings per share (“EPS”) is calculated by dividing net income attributable to common shareholders by the weighted average number of shares outstanding for the period. The following tables present a reconciliation of net income used in the basic and diluted EPS calculations ($ and shares in thousands, except for per share data):


	Three Months Ended
	March 31,
	2024		2023
Net income (loss)	$	31,029	$	4,716
Net (income) attributable to noncontrolling interests		(301)		(34)
Net income (loss) attributable to Safehold Inc. common shareholders for basic and diluted earnings per common share	$	30,728	$	4,682


	Three Months Ended
	March 31,
	2024		2023
Earnings attributable to common shares:
Numerator for basic and diluted earnings per share:
Net income (loss) attributable to Safehold Inc. common shareholders - basic	$	30,728	$	4,682
Net income (loss) attributable to Safehold Inc. common shareholders - diluted	$	30,728	$	4,682

Denominator for basic and diluted earnings per share:⁽¹⁾
Weighted average common shares outstanding for basic earnings per common share		71,170		63,672
Add: Effect of assumed shares under treasury stock method for restricted stock units		70		—
Weighted average common shares outstanding for diluted earnings per common share		71,240		63,672

Basic and diluted earnings per common share:⁽¹⁾
Net income (loss) attributable to Safehold Inc. common shareholders - basic	$	0.43	$	0.07
Net income (loss) attributable to Safehold Inc. common shareholders - diluted	$	0.43	$	0.07

(1)	For the three months ended March 31, 2024 and 2023, the effect of 21,792 and 4,650, respectively, of the Company’s restricted stock awards were antidilutive.

Summary of Significant Accounting Policies - Merger (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

21 Months Ended

Mar. 31, 2023

USD ($)

$ / shares

Jun. 30, 2023

USD ($)

Mar. 31, 2023

USD ($)

$ / shares

Dec. 31, 2023

USD ($)

Mar. 31, 2024

USD ($)

Sep. 30, 2023

USD ($)

Purchase consideration

Cash consideration paid by the Company to iStar

$ 88,685

Purchase price allocation

Deferred tax asset, net

^[1]

$ 7,619

$ 6,744

Operating lease, right-of-use asset

$ 33,964

$ 32,929

Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]

Deferred Costs and Other Assets

Office furniture and equipment

$ 979

$ 889

Operating lease liability

$ 15,751

$ 14,437

Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]

Accounts payable, accrued expenses and other liabilities

Secured Term Loan Facility

Purchase consideration

Provision for credit losses

$ 2,300

iStar Merger

Purchase consideration

Total Company shares as purchase price | shares

1,195,034

Stock price of the Company's common stock | $ / shares

$ 29.78

Fair value of the Company's stock transferred

$ 35,588

Cash consideration paid by the Company to iStar

88,685

Purchase consideration

$ 124,273

Shares issued as settled for iStar preexisting investment in the Company which are excluded from purchase consideration | shares

12,700,000

Merger expenses

$ 18,700

$ 26,600

Merger related nonrecurring charges

3,000

Impairment of goodwill

$ 145,365

Purchase price allocation

Cash and cash equivalents

$ 3,213

3,213

Real estate

1,508

Equity investments

61,247

Deferred tax asset, net

6,292

$ 6,300

6,292

Deferred expenses and other assets

31,922

Total assets acquired

104,182

Accounts payable, accrued expenses and other liabilities

(25,279)

Debt obligations, net

(99,995)

Total liabilities assumed

(125,274)

Net identifiable liabilities acquired

(21,092)

Goodwill

145,365

Operating lease, right-of-use asset

$ 11,000

Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]

Deferred Costs and Other Assets

Prepaid expenses

$ 4,700

Operating lease liability

$ 14,200

Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]

Accounts payable, accrued expenses and other liabilities

Obligations assumed which are directly offset by corresponding equivalent cash and receivable assets acquired sufficient to settle such obligations.

$ 8,700

Deferred tax assets valuation allowance

2,800

Reduction in goodwill

$ 6,300

iStar Merger | Fair Value, Inputs, Level 3

Purchase price allocation

Equity Securities, FV-NI, Measurement Input [Extensible Enumeration]

Measurement Input, Discount Rate

Debt Instrument, Measurement Input

6.7

Debt Instrument, Measurement Input [Extensible Enumeration]

Measurement Input, Discount Rate

iStar Merger | Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | Minimum

Purchase price allocation

Equity Securities, FV-NI, Measurement Input

0.072

iStar Merger | Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | Maximum

Purchase price allocation

Equity Securities, FV-NI, Measurement Input

0.139

iStar Merger | Deferred expenses and other assets

Purchase price allocation

In-place prepaid contracts

$ 2,100

Office furniture and equipment

1,300

Other receivables

6,300

iStar Merger | Other expense

Purchase consideration

Merger expenses

13,900

Merger related nonrecurring charges

600

iStar Merger | General and Administrative Expense

Purchase consideration

Merger expenses

4,800

iStar Merger | Preliminary Purchase Price Allocation

Purchase consideration

Purchase consideration

124,273

Purchase price allocation

Cash and cash equivalents

3,213

Real estate

1,508

Equity investments

61,247

Deferred expenses and other assets

25,442

Total assets acquired

91,410

Accounts payable, accrued expenses and other liabilities

(22,939)

Debt obligations, net

(99,995)

Total liabilities assumed

(122,934)

Net identifiable liabilities acquired

(31,524)

Goodwill

155,797

iStar Merger | Measurement Period Adjustment

Purchase price allocation

Deferred tax asset, net

6,292

Deferred expenses and other assets

6,480

$ 6,500

Total assets acquired

12,772

Accounts payable, accrued expenses and other liabilities

(2,340)

$ (2,300)

Total liabilities assumed

(2,340)

Net identifiable liabilities acquired

10,432

Goodwill

$ (10,432)

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Earnings Per Share - Earnings Allocable to Common Shares (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator for basic and diluted earnings per share:
Net income attributable to Safehold Inc. common shareholders - basic	$ 30,728	$ 4,682
Net income (loss) attributable to Safehold Inc. common shareholders - diluted	$ 30,728	$ 4,682
Denominator for basic and diluted earnings per share:
Weighted average common shares outstanding for basic earnings (in shares)	71,170,000	63,672,000
Add: Effect of assumed shares under treasury stock method for restricted stock units	70,000
Weighted average common shares outstanding for diluted earnings per common share (in shares)	71,240,000	63,672,000
Basic and diluted earnings per common share:
Net income (loss) attributable to Safehold Inc. common shareholders - basic	$ 0.43	$ 0.07
Net income (loss) attributable to Safehold Inc. common shareholders - diluted	$ 0.43	$ 0.07
Restricted stock units that are anti-dilutive	21,792	4,650

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Terms of Related Party Transactions

A summary of the terms of the management agreement with iStar prior to the Merger is below:


Manager		SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc.
Management Fee		Annual fee of 1.00% of total equity (up to $1.5 billion) Annual fee of 1.25% of total equity (for incremental equity of $1.5 billion to $3.0 billion) Annual fee of 1.375% of total equity (for incremental equity of $3.0 billion to $5.0 billion) and Annual fee of 1.5% of total equity (for incremental equity over $5.0 billion)
Management Fee Consideration		At the discretion of the Company’s independent directors, payment will be made in cash or in shares of the Company’s common stock (valued at the greater of: (i) the volume weighted average market price during a specified pricing period; or (ii) the initial public offering price of $20.00 per share)
Lock-up		Restriction from selling common stock received for management fees for two years from the date of such issuance (restriction will terminate in the event of and effective with the termination of the management agreement)
Incentive Fee		None
Term		Non-terminable through June 30, 2023, except for cause. Automatic annual renewals thereafter, subject to non-renewal upon certain findings by the Company’s independent directors and payment of termination fee.
Termination Fee		3x prior year’s management fee

Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Dividends declared, per share (usd per share)	$ 0.177	$ 0.177

Commitments and Contingencies - Lease Commitments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Operating leases
2024 (remaining nine months)	$ 4,677
2025	6,223
2026	543
2027	543
2028	543
Thereafter	8,192
Total undiscounted cash flows	20,721
Present value discount	(6,284)
Lease liabilities	$ 14,437	$ 15,751
Operating leases discount rate. office leases (percent)	5.70%
Operating leases, weighted average lease term (in years)	8 years 9 months 18 days
Operating lease payments	$ 1,400
Annual amount due lessor for other property related payments other than rent	$ 500

Risk Management and Derivatives - Derivative Instruments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) DerivativeInstrument	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gross Asset	$ 49,036		$ 34,864
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income	29,410	$ (28,424)
Cash flow hedge gain (loss) to be reclassified within twelve months	$ 4,400
Interest rate swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of interest rate swap derivatives \| DerivativeInstrument	2
Derivative notional amount	$ 500,000
Interest rate swap \| Deferred expenses and other assets, net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gross Asset	49,036		34,864
Interest rate swap \| Accounts payable, accrued expenses and other liabilities
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gross Liability			$ 2,546
Designated as Hedging Instrument \| Interest rate swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative notional amount	$ 350,000
Number of derivative instruments held \| DerivativeInstrument	3
Hedging period	30 years
Designated as Hedging Instrument \| Matures in December 2024
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of Derivatives Maturing Within One Year \| DerivativeInstrument	1
Designated as Hedging Instrument \| Matures in December 2025
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of Derivatives Maturing Within Two Years \| DerivativeInstrument	2

Net Investment in Sales-type Leases and Ground Lease Receivables - Fiscal Year Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
2024 (remaining nine months)	$ 89,951
2025	113,514
2026	115,961
2027	118,052
2028	120,286
Thereafter	31,320,996
Total undiscounted cash flows	31,878,760	$ 30,586,189
Fixed Bumps with Inflation Adjustments
Lessee, Lease, Description [Line Items]
2024 (remaining nine months)	86,556
2025	108,927
2026	111,308
2027	113,331
2028	115,355
Thereafter	30,059,026
Total undiscounted cash flows	30,594,503
Fixed Bumps
Lessee, Lease, Description [Line Items]
2024 (remaining nine months)	2,955
2025	4,001
2026	4,067
2027	4,135
2028	4,294
Thereafter	1,162,938
Total undiscounted cash flows	1,182,390
Fixed Bumps with Percentage Rent
Lessee, Lease, Description [Line Items]
2024 (remaining nine months)	440
2025	586
2026	586
2027	586
2028	637
Thereafter	99,032
Total undiscounted cash flows	$ 101,867

Equity Investments in Ground Leases (Details)
$ in Thousands

1 Months Ended

3 Months Ended

Jan. 31, 2024

USD ($)

Dec. 31, 2021

USD ($)

Jun. 30, 2021

agreement

Mar. 31, 2024

USD ($)

Mar. 31, 2023

USD ($)

Dec. 31, 2023

USD ($)

Jun. 30, 2022

USD ($)

Feb. 28, 2022

USD ($)

Jan. 31, 2022

lease

Nov. 30, 2021

USD ($)

Mar. 31, 2021

USD ($)

Schedule of Equity Method Investments [Line Items]

Carrying value

^[1]

$ 275,295

$ 310,320

Earnings from equity method investments

6,912

$ 2,262

Ground lease acquisition purchase price

32,158

50,803

Land and Related Ground Lease

Schedule of Equity Method Investments [Line Items]

Leasehold improvement allowance, funded amount

36,500

Ground Lease Plus Fund

Schedule of Equity Method Investments [Line Items]

Ground lease acquisition purchase price

$ 38,300

iStar Inc.

Schedule of Equity Method Investments [Line Items]

Value of land acquired

$ 33,300

Number of agreements entered into to acquire land and related Ground Lease | agreement

iStar Inc. | Multi-family project

Schedule of Equity Method Investments [Line Items]

Commitment to provide loan to Ground lessee

$ 75,000

iStar Inc. | Ground Lease Plus Fund

Schedule of Equity Method Investments [Line Items]

Gain (loss) from sale of Ground Lease

$ 0

Number of Ground Leases sold | lease

425 Park Avenue | Equity Method Venture

Schedule of Equity Method Investments [Line Items]

Carrying value

135,854

135,288

Earnings from equity method investments

$ 879

835

Ownership percentage

54.80%

32 Old Slip

Schedule of Equity Method Investments [Line Items]

Carrying value

$ 53,718

52,425

Earnings from equity method investments

1,425

$ 1,427

Ownership percentage

29.20%

Ground Lease Plus Fund

Schedule of Equity Method Investments [Line Items]

Carrying value

29,589

73,428

Earnings from equity method investments

889

Basis difference in equity investment to be amortized

19,200

Amortization of basis difference in equity investments

$ 200

Weighted average remaining term

106 years 3 months 18 days

Ownership percentage

53.00%

Leasehold Loan Fund

Schedule of Equity Method Investments [Line Items]

Carrying value

$ 56,134

$ 49,179

Earnings from equity method investments

3,719

Basis difference in equity investment to be amortized

10,200

Amortization of basis difference in equity investments

$ 1,000

Weighted average remaining term

2 years 9 months 18 days

Ownership percentage

53.00%

Leasehold Loan Fund | Life science property

Schedule of Equity Method Investments [Line Items]

Commitment to provide loan to Ground lessee

$ 130,000

Leasehold Loan Fund | Mixed-use property

Schedule of Equity Method Investments [Line Items]

Commitment to provide loan to Ground lessee

$ 105,000

Loan commitment to Ground lessee that has been funded

$ 40,800

Leasehold Loan Fund | Multi-family project

Schedule of Equity Method Investments [Line Items]

Loan commitment to Ground lessee that has been funded

$ 69,400

[1]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income
Net income (loss)	$ 31,029	$ 4,716
Other comprehensive income:
Reclassification of (gains) losses on derivatives into earnings	(1,615)	943
Unrealized gain (loss) on derivatives	29,410	(28,424)
Other comprehensive income (loss):	27,795	(27,481)
Comprehensive income (loss)	58,824	(22,765)
Comprehensive (income) attributable to noncontrolling interests	(301)	(34)
Comprehensive income (loss) attributable to Safehold Inc.	$ 58,523	$ (22,799)

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-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Net Investment in Sales-type Leases and Ground Lease Receivables - Ground Lease Receivable by Year of Origination (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Lessor, Lease, Description [Line Items]
Current Year		$ 19,245
One Year Prior	$ 19,351	698,475
Two Years Prior	732,955	274,085
Three Years Prior	275,579	180,739
Four Years Prior	181,567	450,123
Five Years Prior and Earlier	452,303
Total	1,661,755	1,622,667
Stabilized properties
Lessor, Lease, Description [Line Items]
Current Year		19,106
One Year Prior	19,209	152,966
Two Years Prior	153,704	171,664
Three Years Prior	198,044	180,739
Four Years Prior	181,567	450,123
Five Years Prior and Earlier	452,303
Total	1,004,827	974,598
Development properties
Lessor, Lease, Description [Line Items]
Current Year		139
One Year Prior	142	545,509
Two Years Prior	579,251	102,421
Three Years Prior	77,535
Total	$ 656,928	$ 648,069

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 14—Related Party Transactions

Prior to the Merger, the Company was externally managed by an affiliate of iStar. iStar was an active real estate investor for over 20 years and had an extensive network for sourcing investments, which included relationships with brokers, corporate tenants and developers that it has established over its long operating history.

Management Agreement

A summary of the terms of the management agreement with iStar prior to the Merger is below:


Manager		SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc.
Management Fee		Annual fee of 1.00% of total equity (up to $1.5 billion) Annual fee of 1.25% of total equity (for incremental equity of $1.5 billion to $3.0 billion) Annual fee of 1.375% of total equity (for incremental equity of $3.0 billion to $5.0 billion) and Annual fee of 1.5% of total equity (for incremental equity over $5.0 billion)
Management Fee Consideration		At the discretion of the Company’s independent directors, payment will be made in cash or in shares of the Company’s common stock (valued at the greater of: (i) the volume weighted average market price during a specified pricing period; or (ii) the initial public offering price of $20.00 per share)
Lock-up		Restriction from selling common stock received for management fees for two years from the date of such issuance (restriction will terminate in the event of and effective with the termination of the management agreement)
Incentive Fee		None
Term		Non-terminable through June 30, 2023, except for cause. Automatic annual renewals thereafter, subject to non-renewal upon certain findings by the Company’s independent directors and payment of termination fee.
Termination Fee		3x prior year’s management fee

During the three months ended March 31, 2023, the Company recorded $5.2 million in management fees to the Former Manager. These management fees are recorded in “General and administrative” in the Company’s consolidated statements of operations.

Expense Reimbursements

The Company paid, or reimbursed iStar for, certain of the Company’s 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 the iStar under the management agreement.

During the three months ended March 31, 2023, the Company was allocated $3.1 million in expenses from iStar.. These expenses are recorded in “General and administrative” in the Company’s consolidated statements of operations.

Acquisitions and Commitments

Prior to the Merger, iStar 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 in which the Company and iStar or other persons deemed to be related parties have participated for the periods presented. These transactions were approved by the Company’s independent directors in accordance with the Company’s policy with respect to related party transactions.

In November 2021, the Company entered into an agreement pursuant to which it agreed to acquire land and a related Ground Lease originated by iStar when certain construction related conditions are met by a specified time period.

The purchase price to be paid is $33.3 million, plus an amount necessary for iStar to achieve the greater of a 1.25x multiple or a 12% return on its investment. In December 2021, iStar contributed the Ground Lease to the Ground Lease Plus Fund (refer to Note 7). The Company has a noncontrolling interest in the Ground Lease Plus Fund and an affiliate of an existing shareholder (which is affiliated with one of the Company’s independent directors) has a noncontrolling interest in the Ground Lease Plus Fund. The terms of the Company’s commitment under the agreement did not change upon iStar’s contribution of the Ground Lease to the Ground Lease Plus Fund. In January 2024, the Company acquired the Ground Lease from the Ground Lease Plus Fund for $38.3 million. In addition, the Ground Lease documents contain future funding obligations to the Ground Lease tenant of approximately $51.8 million of leasehold improvement allowance upon achievement of certain milestones. In May 2023, certain milestones were met by the tenant as it exited the pre-development stage and the tenant began accessing the leasehold improvement allowance. As of March 31, 2024, the Company funded $36.5 million of the leasehold improvement allowance.

In June 2021, the Company acquired from iStar a purchase option agreement for $1.2 million, which amount was equal to the deposit previously made by iStar under such option agreement plus assumption of iStar’s out of pocket costs and expenses in connection with entering into such option agreement. Under the option agreement, the Company had the right to acquire for $215.0 million a property that is under a separate option for the benefit of a third party, whereby such third party has the right to enter into a Ground Lease and develop approximately 1.1 million square feet of office space. In September 2023, the Company terminated its acquisition right under the option agreement for $0.3 million and recognized a loss of $1.9 million, inclusive of the derecognition of previously-capitalized deal structuring costs.

In June 2021, the Company entered into two agreements pursuant to each of which it agreed to acquire land and a related Ground Lease originated by iStar when certain construction related conditions are met by a specified time period. The purchase price to be paid for each is $42.0 million, plus an amount necessary for iStar to achieve the greater of a 1.25x multiple and a 9% return on its investment. In addition, each Ground Lease provides for a leasehold improvement allowance up to a maximum of $83.0 million, which obligation would be assumed by the Company upon acquisition. In January 2022, iStar sold the Ground Leases to the Ground Lease Plus Fund in which the Company owns a noncontrolling interest and an existing shareholder (which is affiliated with one of the Company’s independent directors) owns a noncontrolling interest. There can be no assurance that the conditions to closing will be satisfied and that the Company will acquire the properties and Ground Leases from the Ground Lease Plus Fund.

Caret units

In February 2022, Old SAFE sold an aggregate of 108,571 Caret units, 1.08% of the then-authorized Caret units, to a group of investors (refer to Note 3). In addition, an affiliate of an existing shareholder (which is affiliated with one of the Company’s independent directors) made a commitment to purchase 28,571 Caret units, or 0.29% of the then-authorized Caret units, for a purchase price of $5.0 million. As part of the sale, Old SAFE agreed to use commercially reasonable efforts to provide public market liquidity for such Caret units by seeking to provide a listing of the Caret units (or securities into which they may be exchanged) on a public exchange within two years of the sale. Because public market liquidity was not achieved by February 2024, the investors in the February 2022 transaction have the right to cause their Caret units purchased in February 2022 to be redeemed by Portfolio Holdings at such purchase price less the amount of distributions previously made on such units. In April 2024, all of the investors in the February 2022 transaction exercised this right and elected to have their Caret units redeemed.

On March 31, 2023, shortly before the closing of the Merger, iStar sold and affiliates of MSD Partners bought 5,405,406 shares of Old SAFE’s common stock then owned by iStar. On March 31, 2023, in conjunction with the closing of the Merger, affiliates of MSD Partners also purchased 100,000 Caret units (refer to Note 12) from the Company for an aggregate purchase price of $20.0 million. Additionally, on March 31, 2023, existing third-party Caret unit holders purchased an aggregate of 22,500 Caret units from the Company for an aggregate $4.5 million.

Star Holdings

On March 31, 2023, immediately prior to the closing of the Merger, the Company (then known as iStar Inc.) completed the Spin-Off, resulting in the spin-off of its remaining legacy assets and certain other assets pursuant to a separation and distribution agreement (the “Separation and Distribution Agreement”), dated as of March 31, 2023, by and between the Company and Star Holdings. The Separation and Distribution Agreement sets forth, among other things, Star Holdings’ agreements with the Company regarding the principal transactions necessary to separate Star Holdings from the Company. It also sets forth other agreements that govern certain aspects of Star Holdings’ relationship with the Company after the Spin-Off relating to the transfer of assets and assumption of liabilities, cash assets, release of claims, insurance, non-solicitation, segregation of accounts and other matters. The Separation and Distribution Agreement also includes a mutual release by Star Holdings, on the one hand, and the Company, on the other hand, of the other party from certain specified liabilities, as well as mutual indemnification covenants pursuant to which Star Holdings and the Company have agreed to indemnify each other from certain specified liabilities.

SpinCo Manager has entered into a management agreement with Star Holdings, pursuant to which it will operate and pursue the orderly monetization of Star Holding’s assets. Pursuant to the management agreement, Star Holdings paid to SpinCo Manager an annual management fee of $25.0 million for the term ended March 31, 2024. The annual fee declines to $15.0 million, $10.0 million and $5.0 million, respectively, in each of the following annual terms, and adjusts to 2.0% of the gross book value of Star Holding's assets, excluding shares of the Company’s common stock, thereafter. The management agreement had an initial one-year term and automatically renews for successive one-year terms each anniversary date thereafter unless previously terminated. The management agreement may be terminated by Star Holdings without cause by not less than one hundred eighty days’ written notice to SpinCo Manager upon the affirmative vote of at least two-thirds of Star Holdings’ independent directors, provided, however, that if the date of termination occurs prior to the fourth anniversary of the Spin-Off, the termination will be subject to payment of the applicable termination fee to SpinCo Manager. Star Holdings may also terminate the management agreement at any time with 30 days’ prior written notice from Star Holdings’ board of trustees for “cause,” as defined in the management agreement.

In the event of a termination without cause by Star Holdings prior to the fourth anniversary of the Spin-Off, Star Holdings will pay SpinCo Manager a termination fee of $50.0 million minus the aggregate amount of management fees actually paid to SpinCo Manager prior to the termination date. However, if Star Holdings has completed the liquidation of its assets on or before the termination date, the termination fee will consist of any portion of the annual management fee that remained unpaid for the remainder of the then current annual term plus, if the termination date occurs on or before the third anniversary of the Spin-Off, the amount of the management fee that would have been payable for the next succeeding annual term, or if the termination date occurs after the third anniversary of the Spin-Off, zero.

In the event of a termination by the Company based on a reduction in the amount of Star Holdings’ consolidated assets below designated thresholds, Star Holdings will pay SpinCo Manager a termination fee of $30.0 million if the termination occurs in the first year, $15.0 million if the termination occurs in the second year and $5.0 million if the termination occurs in the third year, in each case, plus the balance of any unpaid portion of the annual management fee for the applicable year.

During the three ended March 31, 2024, the Company recorded $5.5 million in management fees from Star Holdings. The management fees are included in “Other income” in the Company’s consolidated statements of operations.

The Company and Star Holdings also entered into a governance agreement that places certain restrictions on the transfer and voting of the shares of the Company owned by Star Holdings, and a registration rights agreement under which the Company agreed to register such shares for resale in accordance with applicable securities laws. As of March 31, 2024,

Star Holdings owned approximately 18.9% of the Company’s common stock outstanding through a wholly-owned subsidiary.

In April 2023, the Company, Portfolio Holdings and Star Investment Holdings SPV LLC (“Star Investment Holdings”), a subsidiary of Star Holdings, entered into an ATM Equity Offering Sales Agreement (the “Selling Stockholder Sales Agreement”) with the sales agents named therein pursuant to which Star Investment Holdings may sell, from time to time, subject to receiving the Company’s consent, up to 1,000,000 shares of the Company’s common stock (the “Selling Stockholder Shares”) through or to the sales agents. Star Investment Holdings may sell the Selling Stockholder Shares in amounts and at times to be determined by the Star Investment Holdings, subject to receiving the Company’s consent, from time to time but has no obligation to sell any of the Selling Stockholder Shares. Actual sales, if any, will depend on a variety of factors to be determined by Star Investment Holdings from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by Star Investment Holdings of the appropriate sources of its funding.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities - Schedule of Other Assets (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Mar. 31, 2024

Dec. 31, 2023

Deferred expenses and other assets

Operating lease, right-of-use asset

$ 32,929

$ 33,964

Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]

Deferred expenses and other assets, net

Interest rate hedge assets

$ 49,036

$ 34,864

Deferred finance costs, net

4,078

3,692

Other assets

35,418

13,210

Purchase deposits

2,090

Leasing costs, net

437

439

Corporate furniture, fixtures and equipment, net

889

979

Deferred expenses and other assets, net

^[1],[2]

$ 124,877

89,238

Lease discount rate

5.50%

Accumulated amortization of deferred finance costs

$ 12,300

11,000

Cash posted as temporary replacement collateral in a pool that has asset substitution rights related to certain debt obligations.

19,100

Below-market lease

Deferred expenses and other assets

Annual lease fee

500

Real estate expense

Deferred expenses and other assets

Operating lease expense

100

$ 100

Other Income

Deferred expenses and other assets

Operating lease expense

100

$ 100

Related party

Deferred expenses and other assets

Deferred expenses and other assets, net

6,600

7,100

Affiliated entity | Star Holdings

Deferred expenses and other assets

Management fees due from Star Holdings

6,200

$ 6,900

Management fees recorded

5,500

$ 24,900

Management fee performance obligations remaining

$ 25,100

[1]	As of March 31, 2024 and December 31, 2023, includes $6.6 million and $7.1 million, respectively, due from related parties.
[2]	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Interest income from sales-type leases

$ 63,218

$ 57,062

Other Income

^[1]

6,635

366

General and administrative

^[2]

15,628

15,067

Related party

General and administrative

$ 8,300

Related party | Management fees

Other Income

$ 5,500

[1]	For the three months ended March 31, 2024, includes $5.5 million of management fees from related parties.
[2]	For the three months ended March 31, 2023, includes $8.3 million of general and administrative expenses incurred to related parties that includes management fees and expense reimbursements to the Former Manager (refer to Note 1).

Summary of Significant Accounting Policies - Goodwill Rollforward (Details) - iStar Merger $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Goodwill
Goodwill recognized at Merger	$ 155,797
Reduction to goodwill resulting from measurement period adjustments	(10,432)
Impairment	$ (145,365)

Business and Organization

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business and Organization

Note 1—Business and Organization

●

The composition of the combined company’s board of directors, which includes three directors from Old SAFE, two directors from iStar, and two management members of both Old SAFE and iStar;

●

Old SAFE was the larger entity by size when comparing the key metrics of total assets, total revenue and net income (loss) from continuing operations and allocable to common shareholders; and

●

As a result, the historical financial statements of Old SAFE become the historical financial statements of the Company.

Other Merger related transactions

Note 2—Basis of Presentation and Principles of Consolidation

Loan Receivable, net - Related Party

3 Months Ended

Mar. 31, 2024

Loans and Leases Receivable, Related Parties Disclosure [Abstract]

Loan Receivable, net - Related Party

Note 6—Loan Receivable, net – Related Party

On March 31, 2023, the Company, as lender and as administrative agent, and Star Holdings, as borrower, entered into a senior secured term loan facility, which was amended on October 4, 2023, in an aggregate principal amount of $115.0 million (the “Secured Term Loan Facility”) and an additional commitment amount of up to $25.0 million at Star Holding’s election (the “Incremental Term Loan Facility”, together with the Secured Term Loan Facility, as amended, the “Star Holdings Term Loan Facility”). During the three months ended March 31, 2024, the Company recorded $2.4 million of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income – related party” in the Company’s consolidated statements of operations. As of March 31, 2024, the Star Holdings Term Loan Facility had a principal balance of $115.0 million and a carrying value of $112.2 million. As of December 31, 2023, the Star Holdings Term Loan Facility had a principal balance of $115.0 million and a carrying value of $112.1 million.

The Star Holdings Term Loan Facility is a secured credit facility. Borrowings under the Star Holdings Term Loan Facility bear interest at a fixed rate of 8.00% per annum, which may increase to 10.00% per annum if any loans remain outstanding under the Incremental Term Loan Facility. The Star Holdings Term Loan Facility has a maturity date of March 31, 2027. The Star Holdings Term Loan Facility is secured by a first-priority perfected security pledge of all the equity interests in Star Holding’s primary real estate subsidiary. Starting the quarter that is six months after closing, within five business days after Star Holdings has delivered its unaudited quarterly financial statements, Star Holdings will apply any unrestricted cash on its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $50 million, to prepay its Star Holdings Term Loan Facility or alternatively, with the consent of the Company, Star Holdings may apply such cash to prepay its margin loan facility in lieu of any prepayment of the Star Holdings Term Loan Facility. The operating reserve will be calculated quarterly and is equal to the aggregate of projected operating expenses (including payments to the Star Holdings local property consultants but excluding management fees and public company costs), projected land carry costs, projected capital expenditure and projected interest expense on the margin loan facility and Star Holdings

Term Loan Facility for the next twelve months; less the projected operating revenues for the next twelve months consistent with the operating budget approved by the Company.

The Star Holdings Term Loan Facility contains certain customary covenants, including affirmative covenants on reporting, maintenance of property, continued ownership of interests in the Company as well as negative covenants relating to investments, indebtedness and liens, fundamental changes, asset dispositions, repayments, distributions and affiliate transactions. Furthermore, the Star Holdings Term Loan Facility contains customary events of default, including payment defaults, failure to perform covenants, cross-default and cross acceleration to other indebtedness, including the margin loan facility, impairment of security interests and change of control.

During the three months ended March 31, 2024, the Company recorded a recovery of credit losses of $68 thousand on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility, which was undrawn as of March 31, 2024 and December 31, 2023. As of March 31, 2024 and December 31, 2023, the Company had $0.1 million and $0.1 million, respectively, of accrued interest receivable which is recorded in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets. During the three months ended March 31, 2024, the Company did not reverse any accrued interest on its loan asset.

Net Investment in Sales-type Leases and Ground Lease Receivables - Joint Venture (Details) $ in Thousands	1 Months Ended		3 Months Ended
	Jan. 31, 2024 USD ($)	May 31, 2023 USD ($)	Mar. 31, 2024 USD ($) lease	Mar. 31, 2023 USD ($)
Joint venture
Ground lease acquisition purchase price			$ 32,158	$ 50,803
Ground Lease Plus Fund
Joint venture
Ground lease acquisition purchase price	$ 38,300
Sovereign wealth fund \| Joint venture for new acquisitions of Ground Leases
Joint venture
Ownership percentage		45.00%
Land and Related Ground Lease
Joint venture
Leasehold improvement allowance, funded amount			$ 36,500
Joint Venture for New Acquisitions of Ground Leases
Joint venture
Joint venture commitments		$ 275,000
Controlling interest in joint venture		55.00%
Percent of Promote fee			15.00%
Internal Rate of Return			9.00%
Promote fee cap percent			1.275
First look rights period on qualifying investments			18 months
Number of Ground Leases acquired \| lease			3
Ground lease acquisition purchase price			$ 60,100
Funded amount of Ground Lease acquisition			$ 36,200
Joint Venture for New Acquisitions of Ground Leases \| First five year following acquisition
Joint venture
Percent of management fee			0.25%
Management fee term			5 years
Joint Venture for New Acquisitions of Ground Leases \| After five years of acquisition
Joint venture
Percent of management fee			0.15%
Joint Venture for New Acquisitions of Ground Leases \| Sovereign wealth fund
Joint venture
Joint venture commitments		$ 225,000

Net Investment in Sales-type Leases and Ground Lease Receivables - Schedule of Net Investment in Sales-type Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Lessor, Lease, Description [Line Items]
Total undiscounted cash flows	$ 31,878,760	$ 30,586,189
Unguaranteed estimated residual value	2,982,536	2,946,928
Present value discount	(31,518,731)	(30,277,457)
Allowance for credit losses	(907)	(465)
Net investment in sales-type leases	3,341,658	3,255,195
Total discounted cash flows	3,312,000	3,225,000
Discounted unguaranteed estimated residual value	30,800	30,400
Noncontrolling Interests
Lessor, Lease, Description [Line Items]
Net investment in sales-type leases	$ 16,500	$ 16,400

Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale - Future Minimum Ground Net Lease Payments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Future Minimum Ground Net Lease Payments to be Collected
2024 (remaining nine months)	$ 27,907
2025	37,563
2026	27,941
2027	28,357
2028	28,619
Thereafter	5,163,663
Operating lease income	21,003	$ 20,901
Inflation- Linked
Future Minimum Ground Net Lease Payments to be Collected
2024 (remaining nine months)	4,354
2025	5,807
2026	5,807
2027	5,807
2028	5,807
Thereafter	429,125
Fixed Bumps with Inflation Adjustments
Future Minimum Ground Net Lease Payments to be Collected
2024 (remaining nine months)	13,284
2025	18,004
2026	18,370
2027	18,755
2028	19,101
Thereafter	4,289,009
Fixed Bumps
Future Minimum Ground Net Lease Payments to be Collected
2024 (remaining nine months)	1,689
2025	2,313
2026	2,357
2027	2,388
2028	2,421
Thereafter	430,688
Percentage Rent
Future Minimum Ground Net Lease Payments to be Collected
2024 (remaining nine months)	8,264
2025	11,018
2026	986
2027	986
2028	986
Thereafter	14,841
Operating lease income	4,600	$ 3,700
Fixed Bumps with Percentage Rent
Future Minimum Ground Net Lease Payments to be Collected
2024 (remaining nine months)	316
2025	421
2026	421
2027	421
2028	$ 304

Summary of Significant Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Fair Value, by Balance Sheet Grouping

The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions):


	As of March 31, 2024				As of December 31, 2023
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Assets
Net investment in sales-type leases⁽¹⁾	$	3,342	$	3,683	$	3,255	$	3,118
Ground Lease receivables⁽¹⁾		1,661		1,867		1,622		1,603
Loans receivable, net - related party⁽¹⁾		112		114		112		114
Cash and cash equivalents⁽²⁾		11		11		19		19
Restricted cash⁽²⁾		28		28		28		28

Liabilities
Debt obligations, net⁽¹⁾
Level 1		1,034		914		739		617
Level 3		3,109		2,579		3,315		2,874
Total debt obligations, net		4,143		3,493		4,054		3,491

(1)

(2)	The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values and are classified as Level 1 within the fair value hierarchy.

Schedule of Purchase Consideration for Acquisition of iStar

The table below shows the Company’s purchase consideration for the acquisition of iStar ($ in thousands):


Total Company shares as purchase price⁽¹⁾		1,195,034
Stock price of the Company’s common stock⁽²⁾	$	29.78
Fair value of the Company's stock transferred		35,588
Cash consideration paid by the Company to iStar		88,685
Purchase consideration	$	124,273

(1)

(2)	Based on the closing price of Old SAFE’s common stock as of March 30, 2023, representing the final closing price prior to the effective time of the Merger.

Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed


	Preliminary		Measurement		Final
	Purchase Price Allocation		Period Adjustments		Purchase Price Allocation
Cash and cash equivalents	$	3,213	$	—	$	3,213
Real estate		1,508		—		1,508
Equity investments⁽¹⁾		61,247		—		61,247
Deferred tax asset⁽²⁾		—		6,292		6,292
Deferred expenses and other assets⁽²⁾⁽³⁾		25,442		6,480		31,922
Total assets acquired		91,410		12,772		104,182

Accounts payable, accrued expenses and other liabilities⁽²⁾⁽⁴⁾		(22,939)		(2,340)		(25,279)
Debt obligations⁽⁵⁾		(99,995)		—		(99,995)
Total liabilities assumed		(122,934)		(2,340)		(125,274)

Net identifiable (liabilities assumed) assets acquired		(31,524)		10,432		(21,092)

Purchase consideration	$	124,273	$	—	$	124,273
Add: net identifiable liabilities assumed		31,524		(10,432)		21,092
Goodwill⁽⁶⁾		155,797		(10,432)		145,365

(1)	Equity investments were valued using discount rates between 7.2% and 13.9% and are classified as Level 3 within the fair value hierarchy.

(2)


Balance at December 31, 2022	$	—
Goodwill recognized at Merger		155,797
Reduction to goodwill resulting from measurement period adjustments		(10,432)
Impairment		(145,365)
Balance at December 31, 2023	$	—

(3)

(4)

(5)	Debt obligations were valued using a discount rate of 6.7% and are classified as Level 3 within the fair value hierarchy.

(6)	Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized after the completion of the Merger.

Rollforward of Goodwill


Balance at December 31, 2022	$	—
Goodwill recognized at Merger		155,797
Reduction to goodwill resulting from measurement period adjustments		(10,432)
Impairment		(145,365)
Balance at December 31, 2023	$	—

Schedule of Pro Forma Revenues and Net Income (Loss)


Pro forma revenues			$ 97,256
Pro forma net income			34,288

(1)

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Net Investment in Sales-type Leases and Ground Lease Receivables - Interest Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lessor, Lease, Description [Line Items]
Interest income from sales-type leases	$ 63,218	$ 57,062
Cash
Lessor, Lease, Description [Line Items]
Interest income from sales-type leases	41,361	36,686
Non-cash
Lessor, Lease, Description [Line Items]
Interest income from sales-type leases	21,857	20,376
Net Investment in Sales-type Leases
Lessor, Lease, Description [Line Items]
Interest income from sales-type leases	42,197	39,104
Net Investment in Sales-type Leases \| Cash
Lessor, Lease, Description [Line Items]
Interest income from sales-type leases	27,270	24,882
Net Investment in Sales-type Leases \| Non-cash
Lessor, Lease, Description [Line Items]
Interest income from sales-type leases	14,927	14,222
Ground Lease Receivables
Lessor, Lease, Description [Line Items]
Interest income from sales-type leases	21,021	17,958
Ground Lease Receivables \| Cash
Lessor, Lease, Description [Line Items]
Interest income from sales-type leases	14,091	11,804
Ground Lease Receivables \| Non-cash
Lessor, Lease, Description [Line Items]
Interest income from sales-type leases	$ 6,930	$ 6,154

Risk Management and Derivatives

3 Months Ended

Mar. 31, 2024

Risks and Uncertainties [Abstract]

Risk Management and Derivatives

Note 11—Risk Management and Derivatives

In the normal course of its ongoing business operations, the Company encounters credit risk. Credit risk is the risk of default on the Company’s leases that result from a tenant’s inability or unwillingness to make contractually required payments.

Risk concentrations—Concentrations of credit risks arise when the Company has multiple leases with a particular tenant or credit party, or a number of the Company’s tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features, such that their ability to meet contractual obligations, including those to the Company, could be similarly affected by changes in economic conditions.

Although the Company’s Ground Leases are geographically diverse and the tenants operate in a variety of industries and property types, to the extent the Company has a significant concentration of interest income from sales-type leases or operating lease income from any tenant, the inability of that tenant to make its payment could have a material adverse effect on the Company. The Company did not have a significant concentration of interest income from sales-type leases or operating lease income from any tenant for the periods presented.

Derivative instruments and hedging activity—The Company’s use of derivative financial instruments has been associated with debt issuances and primarily limited to the utilization of interest rate swaps, interest rate caps and treasury locks to manage interest rate risk exposure. The Company does not enter into derivatives for trading purposes.

The Company recognizes derivatives, if any, as either assets or liabilities on the Company’s consolidated balance sheets at fair value. Interest rate hedge assets are recorded in “Deferred expenses and other assets, net” and interest rate hedge liabilities are recorded in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. If certain conditions are met, a derivative may be specifically designated as a hedge of the exposure to changes in the fair value of a recognized asset or liability, a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability.

For the Company’s derivatives designated and qualifying as cash flow hedges, changes in the fair value of the derivatives are reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. If an interest rate hedge is terminated prior to maturity it could result in a net derivative instrument gain or loss that continues to be reported in accumulated other comprehensive (loss) and is

reclassified into earnings over the period of the original forecasted hedged transaction. However, if it is probable that the original forecasted hedged transaction will not occur by the end of the original specified time period, the derivative instrument gain or loss reported in accumulated other comprehensive income (loss) will be reclassified into earnings immediately. If a derivative includes an other-than-insignificant financing element at inception, when the Company is deemed to be the lender all cash inflows and outflows of the derivative are considered cash flows from investing activities in the Company’s consolidated statements of cash flows and when the Company is deemed to be the borrower all cash inflows and outflows of the derivative are considered cash flows from financing activities in the Company’s consolidated statements of cash flows.

For the Company’s derivatives not designated as hedges, the changes in the fair value of the derivatives are reported in “Interest expense” in the Company’s consolidated statements of operations. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements.

The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of March 31, 2024 and December 31, 2023 ($ in thousands):^(1)(2)(3)


	March 31, 2024		December 31, 2023
	Fair		Fair		Balance Sheet
Derivative Type	Value		Value		Location
Assets
Interest rate swaps	$	49,036	$	34,864	Deferred expenses and other assets, net
Total	$	49,036	$	34,864
Liabilities
Interest rate swaps	$	—	$	2,546	Accounts payable, accrued expenses and other liabilities
Total	$	—	$	2,546

(1)

As of March 31, 2024, the Company has two interest rate swap derivatives outstanding that mature in April 2028 and have an aggregate $500.0 million notional amount, which hedge in-place floating-rate debt. The Company also has three designated derivatives outstanding that protect the Company against interest rate volatility with respect to long-term debt to be placed in the future, which have an aggregate $350.0 million notional amount, one of which matures in December 2024 and two that mature in December 2025. These designated hedges protect the Company against interest rate volatility with respect to future debt with a tenor of approximately 30 years.

(2)	Over the next 12 months, the Company expects that $4.4 million related to cash flow hedges will be reclassified from “Accumulated other comprehensive income (loss)” as a decrease to interest expense.

(3)	The fair value of the Company’s derivatives is estimated using valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2 within the fair value hierarchy.

Credit Risk-Related Contingent Features—The Company reports derivative instruments, if any, on a gross basis in its consolidated financial statements. The Company has agreements with each of its derivative counterparties that contain a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three months ended March 31, 2024 and 2023 ($ in thousands):


				Amount of Gain
		Amount of Gain		(Loss) Reclassified
		(Loss) Recognized		from Accumulated
		in Accumulated		Other
	Location of Gain (Loss)	Other		Comprehensive
	When Recognized in	Comprehensive		Income into
Derivatives Designated in Hedging Relationships	Income	Income		Earnings
For the Three Months Ended March 31, 2024
Interest rate swaps	Interest expense	$	29,410	$	1,615
For the Three Months Ended March 31, 2023
Interest rate swaps	Interest expense	$	(28,424)	$	(943)

Summary of Significant Accounting Policies - Merger Pro Forma (Details) - iStar Merger $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Pro forma information
Pro forma revenues	$ 97,256
Pro forma net income (loss)	$ 34,288

Equity Investments

3 Months Ended

Mar. 31, 2024

Investments, All Other Investments [Abstract]

Equity Investments

Note 7—Equity Investments

The Company’s equity investments and its proportionate share of earnings (losses) from equity investments were as follows ($ in thousands):


					Earnings from
	Carrying Value				Equity Method Investments⁽¹⁾
	as of				For the Three Months Ended
	March 31,		December 31,		March 31,
	2024		2023		2024		2023
Equity investment
425 Park Avenue	$	135,854	$	135,288	$	879	$	835
32 Old Slip		53,718		52,425		1,425		1,427
Ground Lease Plus Fund⁽¹⁾		29,589		73,428		889		—
Leasehold Loan Fund⁽²⁾		56,134		49,179		3,719		—
Total	$	275,295	$	310,320	$	6,912	$	2,262

(1)

(2)

425 Park Avenue—In August 2019, the Company formed a venture with a sovereign wealth fund that is an existing shareholder of the Company to acquire the existing Ground Lease at 425 Park Avenue in New York City. The venture acquired the Ground Lease in November 2019. The Company has a 54.8% noncontrolling equity interest in the venture and is the manager of the venture. iStar was the manager prior to the Merger.

32 Old Slip—In June 2021, the Company acquired a 29.2% noncontrolling equity interest in a Ground Lease at an office property in New York City.

Ground Lease Plus Fund—In connection with Merger, the Company acquired from iStar an investment fund that iStar managed that targets the origination and acquisition of Ground Leases for commercial real estate projects that are in a pre-development phase (the “Ground Lease Plus Fund”). The Company owns a 53% noncontrolling equity interest in the Ground Lease Plus Fund. The Company does not have a controlling interest in the Ground Lease Plus Fund due to the substantive participating rights of its partner and accounts for this investment as an equity method investment. The Company receives a fee from its partner in exchange for managing the entity and is also entitled to a promote payment on investments in the Ground Lease Plus Fund. The Ground Lease Plus Fund had first look rights through December 2023 on qualifying pre-development projects that the Company has elected to not originate.

In November 2021, iStar acquired land for $33.3 million and simultaneously structured and entered into a Ground Lease on which a multi-family project will be constructed (refer also to Note 14). In December 2021, iStar sold the Ground Lease to the Ground Lease Plus Fund and recognized no gain or loss on the sale. At the time of iStar’s acquisition in November 2021, the Company and iStar entered into an agreement pursuant to which the Company would acquire the land and related Ground Lease from the Ground Lease Plus Fund when certain construction related conditions are met by a specified time period. In January 2024, the Company acquired the Ground Lease from the Ground Lease Plus Fund for $38.3 million, excluding $36.5 million funded by the Company pursuant to a leasehold improvement allowance (refer to Note 14).

In June 2021, the Company entered into two agreements pursuant to each of which it agreed to acquire land and a related Ground Lease originated by iStar when certain construction related conditions are met by a specified time period. In January 2022, iStar sold the two Ground Leases to the Ground Lease Plus Fund, which remain subject to the June 2021 agreement with the Company.

Leasehold Loan Fund—In connection with the Merger, the Company acquired from iStar an investment fund that iStar managed that targets customers that may require a mortgage leasehold loan as well as a Ground Lease (the “Leasehold Loan Fund”). The Company owns a 53.0% noncontrolling equity interest in the Leasehold Loan Fund. The Company does not have a controlling interest in the Leasehold Loan Fund due to the substantive participating rights of its partner. The Company accounts for this investment as an equity method investment and receives a fixed annual administrative fee and an asset management fee from its partner in exchange for managing the entity. The Company is also entitled to a promote payment on certain investments in the Leasehold Loan Fund.

In March 2021, iStar acquired land and simultaneously structured and entered into with the seller a Ground Lease on which a multi-family project will be constructed. iStar also committed to provide a $75.0 million construction loan to the Ground Lease tenant. In September 2021, the construction loan commitment was transferred to the Leasehold Loan Fund. As of March 31, 2024, the Leasehold Loan Fund funded $69.4 million of the commitment. The construction loan was repaid in full in April 2024.

In February 2022, the Leasehold Loan Fund committed to provide a $130.0 million loan to the ground lessee of a Ground Lease originated by the Company. The loan was for the Ground Lease tenant’s recapitalization of a life science property. As of March 31, 2024, the Leasehold Loan Fund has not funded any of the commitment.

In June 2022, the Leasehold Loan Fund committed to provide a $105.0 million loan to the ground lessee of a Ground Lease originated by the Company. The loan was for the Ground Lease tenant’s recapitalization of a mixed-use property. As of March 31, 2024, the Leasehold Loan Fund funded $40.8 million of the commitment.

Risk Management and Derivatives (Tables)

3 Months Ended

Mar. 31, 2024

Risks and Uncertainties [Abstract]

Derivative Financial Instruments Designated in Hedging Relationships

The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of March 31, 2024 and December 31, 2023 ($ in thousands):^(1)(2)(3)


	March 31, 2024		December 31, 2023
	Fair		Fair		Balance Sheet
Derivative Type	Value		Value		Location
Assets
Interest rate swaps	$	49,036	$	34,864	Deferred expenses and other assets, net
Total	$	49,036	$	34,864
Liabilities
Interest rate swaps	$	—	$	2,546	Accounts payable, accrued expenses and other liabilities
Total	$	—	$	2,546

(1)

(2)	Over the next 12 months, the Company expects that $4.4 million related to cash flow hedges will be reclassified from “Accumulated other comprehensive income (loss)” as a decrease to interest expense.

(3)	The fair value of the Company’s derivatives is estimated using valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2 within the fair value hierarchy.

Derivative Instruments, Gain (Loss)


				Amount of Gain
		Amount of Gain		(Loss) Reclassified
		(Loss) Recognized		from Accumulated
		in Accumulated		Other
	Location of Gain (Loss)	Other		Comprehensive
	When Recognized in	Comprehensive		Income into
Derivatives Designated in Hedging Relationships	Income	Income		Earnings
For the Three Months Ended March 31, 2024
Interest rate swaps	Interest expense	$	29,410	$	1,615
For the Three Months Ended March 31, 2023
Interest rate swaps	Interest expense	$	(28,424)	$	(943)

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3—Summary of Significant Accounting Policies

Significant Accounting Policies

The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions):


	As of March 31, 2024				As of December 31, 2023
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Assets
Net investment in sales-type leases⁽¹⁾	$	3,342	$	3,683	$	3,255	$	3,118
Ground Lease receivables⁽¹⁾		1,661		1,867		1,622		1,603
Loans receivable, net - related party⁽¹⁾		112		114		112		114
Cash and cash equivalents⁽²⁾		11		11		19		19
Restricted cash⁽²⁾		28		28		28		28

Liabilities
Debt obligations, net⁽¹⁾
Level 1		1,034		914		739		617
Level 3		3,109		2,579		3,315		2,874
Total debt obligations, net		4,143		3,493		4,054		3,491

(1)

(2)	The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values and are classified as Level 1 within the fair value hierarchy.

The table below shows the Company’s purchase consideration for the acquisition of iStar ($ in thousands):


Total Company shares as purchase price⁽¹⁾		1,195,034
Stock price of the Company’s common stock⁽²⁾	$	29.78
Fair value of the Company's stock transferred		35,588
Cash consideration paid by the Company to iStar		88,685
Purchase consideration	$	124,273

(1)

(2)	Based on the closing price of Old SAFE’s common stock as of March 30, 2023, representing the final closing price prior to the effective time of the Merger.


	Preliminary		Measurement		Final
	Purchase Price Allocation		Period Adjustments		Purchase Price Allocation
Cash and cash equivalents	$	3,213	$	—	$	3,213
Real estate		1,508		—		1,508
Equity investments⁽¹⁾		61,247		—		61,247
Deferred tax asset⁽²⁾		—		6,292		6,292
Deferred expenses and other assets⁽²⁾⁽³⁾		25,442		6,480		31,922
Total assets acquired		91,410		12,772		104,182

Accounts payable, accrued expenses and other liabilities⁽²⁾⁽⁴⁾		(22,939)		(2,340)		(25,279)
Debt obligations⁽⁵⁾		(99,995)		—		(99,995)
Total liabilities assumed		(122,934)		(2,340)		(125,274)

Net identifiable (liabilities assumed) assets acquired		(31,524)		10,432		(21,092)

Purchase consideration	$	124,273	$	—	$	124,273
Add: net identifiable liabilities assumed		31,524		(10,432)		21,092
Goodwill⁽⁶⁾		155,797		(10,432)		145,365

(1)	Equity investments were valued using discount rates between 7.2% and 13.9% and are classified as Level 3 within the fair value hierarchy.

(2)


Balance at December 31, 2022	$	—
Goodwill recognized at Merger		155,797
Reduction to goodwill resulting from measurement period adjustments		(10,432)
Impairment		(145,365)
Balance at December 31, 2023	$	—

(3)

(4)

(5)	Debt obligations were valued using a discount rate of 6.7% and are classified as Level 3 within the fair value hierarchy.

(6)	Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized after the completion of the Merger.


Pro forma revenues			$ 97,256
Pro forma net income			34,288

(1)

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2024	May 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-15371
Entity Registrant Name	Safehold Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	95-6881527
Entity Address, Address Line One	1114 Avenue of the Americas
Entity Address, Address Line Two	39th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	930-9400
Title of 12(b) Security	Common Stock
Trading Symbol	SAFE
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Common Stock, Shares, Outstanding		71,435,142
Entity Central Index Key	0001095651
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale - Intangible Asset Future Amortization Expense (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Real Estate [Abstract]
2024 (remaining nine months)	$ 5,000
2025	6,667
2026	3,288
2027	3,288
2028	$ 3,280
Weighted average useful life	80 years 8 months 12 days

Debt Obligations, net - Narrative (Details)	1 Months Ended						3 Months Ended	12 Months Ended
Debt Obligations, net - Narrative (Details)	Feb. 29, 2024 USD ($)	May 31, 2022 USD ($)	Jan. 31, 2022 USD ($)	Nov. 30, 2021 USD ($)	May 31, 2021 USD ($)	Mar. 31, 2021 USD ($) item	Mar. 31, 2024 USD ($)	Dec. 31, 2023	Jan. 31, 2023 USD ($)	Dec. 31, 2021 USD ($)
Three month term SOFR \| Trust Preferred Securities
Line of Credit Facility [Line Items]
Basis point spread on variable interest rate (percent)							1.50%
Secured Debt \| Mortgages
Line of Credit Facility [Line Items]
Weighted average interest rate							3.99%	3.99%
Unsecured Debt \| 2.80% Senior Notes
Line of Credit Facility [Line Items]
Aggregate principal amount					$ 400,000,000.0
Stated interest rate					2.80%		2.80%	2.80%
Percent of par value at which the notes were issued					99.127%
Percentage of principal amount of debt at which debt can be redeemed					100.00%
Unsecured Debt \| 2.85% Senior Notes
Line of Credit Facility [Line Items]
Aggregate principal amount				$ 350,000,000.0
Stated interest rate				2.85%			2.85%	2.85%
Percent of par value at which the notes were issued				99.123%
Percentage of principal amount of debt at which debt can be redeemed				100.00%
Unsecured Debt \| 6.10% Senior Notes
Line of Credit Facility [Line Items]
Aggregate principal amount	$ 300,000,000.0
Stated interest rate	6.10%						6.10%
Percent of par value at which the notes were issued	98.957%
Percentage of principal amount of debt at which debt can be redeemed	100.00%
Unsecured Debt \| 3.98% Senior Notes
Line of Credit Facility [Line Items]
Aggregate principal amount			$ 475,000,000.0
Stated interest rate			3.98%				3.98%	3.98%
Minimum percentage of aggregate principal amount that can be repaid at any time at the Company's discretion			5.00%
Percentage of principal amount of debt at which debt can be redeemed			100.00%
Unsecured Debt \| 5.15% Senior Notes
Line of Credit Facility [Line Items]
Aggregate principal amount		$ 150,000,000.0
Stated interest rate		5.15%					5.15%	5.15%
Stairstep interest rate, Years 1 through 10		2.50%
Stairstep interest rate, Years 11 through 20		3.75%
Stairstep interest rate, Years 21 through 30		5.15%
Minimum percentage of aggregate principal amount that can be repaid at any time at the Company's discretion		5.00%
Percentage of principal amount of debt at which debt can be redeemed		100.00%
Unsecured Debt \| 2021 Unsecured Revolver maturing in 2026
Line of Credit Facility [Line Items]
Maximum borrowing capacity						$ 1,000,000,000.0				$ 1,350,000,000
Number of extension options available \| item						2
Debt extension term						12 months
Line of credit facility fee, percent						0.10%
Remaining borrowing capacity							$ 439,000,000.0
Unsecured Debt \| 2023 Unsecured Revolver maturing in 2025
Line of Credit Facility [Line Items]
Maximum borrowing capacity									$ 500,000,000
Remaining borrowing capacity							$ 500,000,000.0
Unsecured Debt \| SOFR \| Trust Preferred Securities
Line of Credit Facility [Line Items]
Basis point spread on variable interest rate (percent)							1.50%	1.50%
Unsecured Debt \| SOFR \| 2021 Unsecured Revolver maturing in 2026
Line of Credit Facility [Line Items]
Basis point spread on variable interest rate (percent)						0.90%	0.90%	0.90%
Unsecured Debt \| SOFR \| 2023 Unsecured Revolver maturing in 2025
Line of Credit Facility [Line Items]
Basis point spread on variable interest rate (percent)							0.90%
Minimum \| Unsecured Debt \| Unsecured Senior Notes
Line of Credit Facility [Line Items]
Unencumbered assets to unsecured debt ration							1.25
Minimum \| Unsecured Debt \| 2021 and 2023 Unsecured Revolvers
Line of Credit Facility [Line Items]
Unencumbered assets to unsecured debt ration							1.33
Debt instrument covenant multiple of minimum fixed charges on outstanding borrowings							1.15
Maximum \| Unsecured Debt \| 6.10% Senior Notes
Line of Credit Facility [Line Items]
Covenant description secured recourse debt ratio maximum							50.00%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ 31,029	$ 4,716
Net (income) attributable to noncontrolling interests	(301)	(34)
Net income (loss) attributable to Safehold Inc. common shareholders for basic earnings per share	30,728	4,682
Net income (loss) attributable to Safehold Inc. common shareholders - diluted	$ 30,728	$ 4,682

- Definition

Amount of Net Income (Loss) attributable to noncontrolling interest.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

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