STHO / Star Holdings - Документы SEC, Годовой отчет, Доверенное заявление

Star Holdings Reports Second Quarter 2025 Results

Exhibit 99.1 Press Release Star Holdings Reports Second Quarter 2025 Results NEW YORK, August 7, 2025 Star Holdings (NASDAQ: STHO) announced today that it has filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 with the Securities and Exchange Commission. Net income (loss) attributable to common shareholders for the first quarter was ($39.3 million) and earnings (loss) per

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025

Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Star Holdings (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Numbe

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Star Holdings (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 Star Holdings (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number)

Star Holdings Reports First Quarter 2025 Results

Exhibit 99.1 Press Release Star Holdings Reports First Quarter 2025 Results NEW YORK, May 12, 2025 Star Holdings (NASDAQ: STHO) announced today that it has filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 with the Securities and Exchange Commission. Net income (loss) attributable to common shareholders for the first quarter was ($7.6 million) and earnings (loss) per sha

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Second Amendment to Amended and Restated Credit Agreement, dated as of March 28, 2025, by and between Safehold Inc. and Star Holdings.

Exhibit 10.3 Execution Version SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 28, 2025, is entered into by STAR HOLDINGS, a Maryland statutory trust (together with its successors and permitted assigns, the “Borrower”) and SAFEHOLD INC., a Maryland corporation (together with its success

First Amendment to Management Agreement, dated as of March 28, 2025, by and between Star Holdings and Safehold Management Services, Inc.

Exhibit 10.5 Execution Version FIRST AMENDMENT TO MANAGEMENT AGREEMENT This FIRST AMENDMENT (this "Amendment") to MANAGEMENT AGREEMENT is entered into as of March 28, 2025 by and among STAR HOLDINGS, a Maryland statutory trust (the "Company"), and SAFEHOLD MANAGEMENT SERVICES INC., a Delaware corporation (with its permitted assigns, the "Manager"). Capitalized terms used but not otherwise defined

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Numbe

Amendment No. 4 to Margin Loan Agreement, dated as of March 28, 2025, by and among Star Investment Holdings SPV LLC, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc. and Morgan Stanley & Co. LLC. (including an amended version of the Margin Loan Agreement, dated as of March 31, 2023, reflecting all previous amendments).*

Exhibit 10.6 Execution Version AMENDMENT NO. 4 TO MARGIN LOAN AGREEMENT This AMENDMENT NO. 4 (this “Amendment”), dated as of March 28, 2025, to the Margin Loan Agreement, dated as of March 31, 2023 (as amended by Amendment No. 1, dated as of October 6, 2023, Amendment No. 2, dated as of September 30, 2024, and Amendment No. 3 dated as of January 23, 2025, and as further amended, restated, suppleme

Star Holdings Announces Successful Debt Extensions and Authorizes $10 Million Share Repurchase Program

Exhibit 99.1 Press Release Star Holdings Announces Successful Debt Extensions and Authorizes $10 Million Share Repurchase Program Related amendments made to financing arrangements and management agreement NEW YORK, March 31, 2025 Star Holdings (NASDAQ: STHO) (the "Company") announced the following: Share Repurchase Program The Company's Board of Trustees has authorized the repurchase of up to $10

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this annual report on Form 10-K of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the pe

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K for the year ended December 31, 2

Subsidiaries of the Company

Exhibit 21.1 List of Subsidiaries Name of Entity State of Formation 1101 Ocean Ave Parking LLC New Jersey 1101 Ocean Ave Venture LLC New Jersey 17093 Biscayne Boulevard – North Miami LLC Delaware 210 5th Ave. Venture Urban Renewal LLC New Jersey 215 North Michigan Owner LLC Delaware 3376 Peachtree Residential LLC Georgia 6801 Woolridge Road – Moseley LP Delaware 6801 Woolridge Road GenPar LLC Dela

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41572

Star Holdings Reports Fourth Quarter and Fiscal Year 2024 Results

Exhibit 99.1 Press Release Star Holdings Reports Fourth Quarter and Fiscal Year 2024 Results NEW YORK, February 18, 2025 Star Holdings (NASDAQ: STHO) announced today that it has filed its Annual Report on Form 10-K for the year ended December 31, 2024 with the Securities and Exchange Commission. Net income (loss) attributable to common shareholders was ($102.6) million for the fourth quarter, and

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Nu

Amendment No. 3 to Margin Loan Agreement, dated as of January 23, 2025, among Star Investment Holdings SPV LLC, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc. and Morgan Stanley & Co. LLC

Exhibit 10.9 EXECUTION VERSION 2109710.06-NYCSR07A - MSW AMENDMENT NO. 3 TO MARGIN LOAN AGREEMENT This AMENDMENT NO. 3 (this "Amendment"), dated as of January 23, 2025, to the Margin Loan Agreement, dated as of March 31, 2023 (as amended by Amendment No. 1, dated as of October 6, 2023, and Amendment No. 2, dated as of September 30, 2024 ("Amendment No. 2"), and as further amended, restated, supple

Star Holdings Insider Trading Compliance Policy and Procedures

Exhibit 19.1 Star Holdings Insider Trading Compliance Policy and Procedures Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Star Holdings (

STHO / Star Holdings / Oaktree Capital Group Holdings GP, LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20038630sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Star Holdings (Name of Issuer) Common shares of beneficial interest, par value $0.001 per share (Title of Class of Securities) 85512G106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of th

STHO / Star Holdings / FOURSIXTHREE CAPITAL LP - SC 13G Passive Investment

SC 13G 1 ef20036794sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Star Holdings (Name of Issuer) Common Shares of Beneficial Interest, $0.001 par value per share (Title of Class of Securities) 85512G106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Sta

STHO / Star Holdings / Cowen Overseas Investment LP - COWEN OVERSEAS INVESTMENT LP Passive Investment

SC 13G/A 1 sthoa3111224.htm COWEN OVERSEAS INVESTMENT LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Star Holdings (Name of Issuer) Common Shares of Beneficial Interest (Title of Class of Securities) 85512G106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement

Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amendment No. 2 to Margin Loan Agreement, dated as of September 30, 2024, among Star Investment Holdings SPV LLC, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding Inc., and Morgan Stanley & Co. LLC

Exhibit 10.1 AMENDMENT NO. 2 TO MARGIN LOAN AGREEMENT This AMENDMENT NO. 2 (this “Amendment”), dated as of September 30, 2024, to the Margin Loan Agreement, dated as of March 31, 2023 (as amended by Amendment No. 1, dated as of October 6, 2023, and as further amended, restated, supplemented or modified from time to time, the “Margin Loan Agreement”), by and among Star Investment Holdings SPV LLC (

Star Holdings Reports Third Quarter 2024 Results

Exhibit 99.1 Press Release Star Holdings Reports Third Quarter 2024 Results NEW YORK, November 5, 2024 Star Holdings (NASDAQ: STHO) announced today that it has filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 with the Securities and Exchange Commission. Net income attributable to common shareholders for the third quarter was $91.9 million and earnings per share was

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Num

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended September 30,

STHO / Star Holdings / HIGHBRIDGE CAPITAL MANAGEMENT LLC - STAR HOLDINGS Passive Investment

SC 13G 1 p24-2998sc13g.htm STAR HOLDINGS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Star Holdings (Name of Issuer) Common Shares of Beneficial Interest, par value $0.001 per share (Title of Class of Securities) 85512G106 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) C

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024

Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Numbe

Star Holdings Reports Second Quarter 2024 Results

Exhibit 99.1 Press Release Star Holdings Reports Second Quarter 2024 Results NEW YORK, August 6, 2024 Star Holdings (NASDAQ: STHO) announced today that it has filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 with the Securities and Exchange Commission. Net income (loss) attributable to common shareholders for the second quarter was ($27.1 million) and earnings (loss) per

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 Star Holdings (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number)

Star Holdings Reports First Quarter 2024 Results

Exhibit 99.1 Press Release Star Holdings Reports First Quarter 2024 Results NEW YORK, May 10, 2024 Star Holdings (NASDAQ: STHO) announced today that it has filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 with the Securities and Exchange Commission. Net income (loss) attributable to common shareholders for the first quarter was ($49.0 million) and earnings (loss) per sh

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 202

Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

STHO / Star Holdings / Cowen Overseas Investment LP - COWEN OVERSEAS INVESTMENT LP Passive Investment

SC 13G 1 stho31524.htm COWEN OVERSEAS INVESTMENT LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Star Holdings (Name of Issuer) Common Stock (Title of Class of Securities) 85512G106 (CUSIP Number) July 05, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

STHO / Star Holdings / Cowen Overseas Investment LP - COWEN OVERSEAS INVESTMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Star Holdings (Name of Issuer) Common Stock (Title of Class of Securities) 85512G106 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

STHO / Star Holdings / Cowen Overseas Investment LP - COWEN OVERSEAS INVESTMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Star Holdings (Name of Issuer) Common Stock (Title of Class of Securities) 85512G106 (CUSIP Number) March 06, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

Subsidiaries of the Company

Exhibit 21.1 List of Subsidiaries Name of Entity State of Formation 1101 Ocean Ave Parking LLC New Jersey 1101 Ocean Ave Venture LLC New Jersey 17093 Biscayne Boulevard – North Miami LLC Delaware 210 5th Ave. Venture Urban Renewal LLC New Jersey 215 North Michigan Owner LLC Delaware 3376 Peachtree Residential LLC Georgia 6801 Woolridge Road – Moseley LP Delaware 6801 Woolridge Road GenPar LLC Dela

Star Holdings Reports Fourth Quarter and Fiscal Year 2023 Results

Exhibit 99.1 Press Release Star Holdings Reports Fourth Quarter and Fiscal Year 2023 Results NEW YORK, February 27, 2024 Star Holdings (NASDAQ: STHO) announced today that it has filed its Annual Report on Form 10-K for the year ended December 31, 2023 with the Securities and Exchange Commission. Net income (loss) attributable to common shareholders was $66.1 million for the fourth quarter, and ($1

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K for the year ended December 31, 2

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this annual report on Form 10-K of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41572

Star Holdings Policy for Recovery of Erroneously Awarded Compensation

Exhibit 97.0 1 US‐DOCS\137849666.22 STAR HOLDINGS POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Star Holdings (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to

Description of Capital Stock

Exhibit 4.1 Exhibit 4.1 DESCRIPTION OF OUR SHARES OF BENEFICIAL INTEREST The following description of certain terms of our common shares is a summary and is qualified in its entirety by reference to the declaration of trust and the bylaws of Star Holdings, as in effect from time to time. While the following describes certain terms of our capital stock, the description may not contain all of the in

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Nu

STHO.V / Star Holdings / Oaktree Capital Group Holdings GP, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Star Holdings (Name of Issuer) Common shares of beneficial interest, par value $0.001 per share (Title of Class of Securities) 85512G106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to

STHO.V / Star Holdings / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Star Holdings (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 85512G106 (CUSIP Number) February 9, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

STHO.V / Star Holdings / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Star Holdings Title of Class of Securities: Common Stock CUSIP Number: 85512G106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-

STHO.V / Star Holdings / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Star Holdings (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 85512G106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Nu

Star Holdings Reports Third Quarter 2023 Results

Exhibit 99.1 Press Release Star Holdings Reports Third Quarter 2023 Results NEW YORK, November 8, 2023 Star Holdings (NASDAQ: STHO) announced today that it has filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 with the Securities and Exchange Commission. Net income (loss) attributable to common shareholders for the third quarter was ($81.8 million) and earnings (loss

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended September 30,

Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Num

STHO.V / Star Holdings / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Star Holdings (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 85512G106 (CUSIP Number) November 1, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

First Amendment to Amended and Restated Credit Agreement, dated as of October 4, 2023, by and between Safehold Inc. and Star Holdings (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on October 6, 2023)

Exhibit 10.2 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of October 4, 2023, is entered into by STAR HOLDINGS, a Maryland statutory trust (together with its successors and permitted assigns, the “Borrower”) and SAFEHOLD INC., a Maryland corporation (together with its successo

Amendment No. 1 to Margin Loan Agreement, dated as of October 6, 2023, among Star Investment Holdings SPV LLC, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc. and Morgan Stanley & Co. LLC. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on October 6, 2023)

Exhibit 10.1 AMENDMENT NO. 1 TO MARGIN LOAN AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of October 6, 2023, to the Margin Loan Agreement, dated as of March 31, 2023 (as it may be amended, restated, supplemented or modified from time to time, the “Margin Loan Agreement”), by and among Star Investment Holdings SPV LLC (the “Borrower”), Morgan Stanley Bank, N.A., as initial Lender and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Numb

Star Holdings Reports Second Quarter 2023 Results

Exhibit 99.1 Press Release Star Holdings Reports Second Quarter 2023 Results NEW YORK, August 9, 2023 Star Holdings (NASDAQ: STHO) announced today that it has filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 with the Securities and Exchange Commission. Net income (loss) attributable to common shareholders for the second quarter was ($90.0 million) and earnings (loss) per

Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Star Holdings (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Star Holdings (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number)

Star Holdings Reports First Quarter 2023 Results

Exhibit 99.1 Press Release Star Holdings Reports First Quarter 2023 Results NEW YORK, May 11, 2023 Star Holdings (NASDAQ: STHO) announced today that it has filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 with the Securities and Exchange Commission. The Company's spin-off from iStar Inc. (now known as Safehold Inc.) occurred on the last day of the quarter; therefore, th

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Star Holdings (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 202

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Star Holdings; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

mended and Restated Credit Agreement, dated as of March 31, 2023, by and between Safehold Inc. and Star Holdings (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on May 11, 2023)

Execution Version Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2023 between Star Holdings, as Borrower and Safehold Inc., as Lender US-DOCS\138379750.7 TABLE OF CONTENTS ‌ Page Article I. DEFINITIONS‌1 Section 1.01 Defined Terms‌1 Section 1.02 Terms Generally‌13 Section 1.03 Accounting Terms; Changes in GAAP‌13 Section 1.04 Divisions‌14 Article II. NOTE, Commitments and

Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Consolidate UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SAFE / Safehold Inc. / Star Holdings - SC 13D Activist Investment

SC 13D 1 tm2312046d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Safehold Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 78646V 107 (CUSIP Number) Geoffrey M. Dugan 1114 Avenue of the Americas 39th Floor New York, New York 10036 Tel: 212-93

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.

STHO.V / Star Holdings / Oaktree Capital Group, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Star Holdings (Name of Issuer) Common shares of beneficial interest, par value $0.001 per share (“Common Shares”) (Title of Class of Securities) 85512G106 (CUSIP Number) March 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appro

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number

ATM Equity OfferingSM Sales Agreement, dated April 5, 2023, by and among Safehold Inc., Safehold GL Holdings LLC, Star Investment Holdings SPV LLC and the various agents party thereto.

Exhibit 1.1 EXECUTION VERSION Safehold Inc. 1,000,000 Shares Common Stock ($0.01 par value per share) ATM EQUITY OFFERINGSM SALES AGREEMENT April 5, 2023 BofA Securities, Inc. B. Riley Securities, Inc. Barclays Capital Inc. BNP Paribas Securities Corp. Capital One Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC Raymond James &

Governance Agreement, dated as of March 31, 2023, between Star Holdings and the Issuer. Incorporated by reference to Exhibit 10.2 to Star Holdings' Current Report on Form 8-K, filed on March 31, 2023.

Exhibit 10.2 EXECUTION VERSION GOVERNANCE AGREEMENT BETWEEN Star Holdings AND SAFEHOLD INC. Dated as of March 31, 2023 TABLE OF CONTENTS Page Article I DEFINED TERMS 1 Section 1.1 Defined Terms 1 Section 1.2 Table of Defined Terms 5 Article II CERTAIN AGREEMENTS 5 Section 2.1 Transfer Restrictions 5 Section 2.2 Voting Arrangements 6 Section 2.3 Additional Voting Securities; Attendance at Meetings

Amended and Restated Bylaws of Star Holdings (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed on March 31, 2023)

Exhibit 3.2 STAR HOLDINGS AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1.         PRINCIPAL OFFICE. The principal office of Star Holdings (the “Trust”) in the State of Maryland shall be located at such place as the Board of Trustees of the Trust (the “Board”) may designate. Section 2.         ADDITIONAL OFFICES. The Trust may have additional offices, including a principal executive office

Amended and Restated Declaration of Trust of Star Holdings (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 31, 2023)

Exhibit 3.1 STAR HOLDINGS AMENDED AND RESTATED DECLARATION OF TRUST March 31, 2023 This AMENDED AND RESTATED DECLARATION OF TRUST is made effective as of the date set forth above by the undersigned trustees of the Trust (the “Trust”), in order to amend and restate the Declaration of Trust in the manner set forth herein. ARTICLE I FORMATION; CERTIFICATE OF TRUST The Trust is a statutory trust withi

Registration Rights Agreement, dated as of March 31, 2023, between Star Holdings and the Issuer. Incorporated by reference to Exhibit 10.3 to Star Holdings' Current Report on Form 8-K, filed on March 31, 2023.

Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT BETWEEN SAFEHOLD INC. AND Star Holdings Dated as of March 31, 2023 TABLE OF CONTENTS Page Article 1 DEFINED TERMS 1 Section 1.1 Defined Terms 1 Section 1.2 Table of Defined Terms 3 Article 2 REGISTRATION RIGHTS 4 Section 2.1 Shelf Registration 4 Section 2.2 Demand Registrations 4 Section 2.3 Effectiveness 5 Section 2.4 Notification and D

Management Agreement, dated as of March 31, 2023, between Star Holdings and the Issuer. Incorporated by reference to Exhibit 10.1 to Star Holdings' Current Report on Form 8-K, filed on March 31, 2023.

Exhibit 10.1 EXECUTION VERSION MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is entered into on March 31, 2023, by and between Star Holdings, a Maryland statutory trust (“SpinCo”), and Safehold Management Services Inc., a Delaware corporation (together with its permitted assignees, the “Manager”). WHEREAS, in connection with the separation transactions and the distribution of all of the interests

Margin Loan Agreement, dated as of March 31, 2023, by and among SIH, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc. and Morgan Stanley & Co. LLC. Incorporated by reference to Exhibit 10.5 to Star Holdings' Current Report on Form 8-K, filed on March 31, 2023.

Exhibit 10.5 EXECUTION VERSION MARGIN LOAN AGREEMENT dated as of March 31, 2023 among STAR INVESTMENT HOLDINGS SPV LLC, as Borrower, MORGAN STANLEY BANK, N.A., as Initial Lender and the other Lenders party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and MORGAN STANLEY & CO. LLC, as Calculation Agent TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS 1 Secti

Separation and Distribution Agreement, dated as of March 31, 2023, between Star Holdings and the Issuer. Incorporated by reference to Exhibit 2.1 to Star Holdings' Current Report on Form 8-K, filed on March 31, 2023.

Exhibit 2.1 EXECUTION VERSION Dated as of March 31, 2023 iSTAR INC. and STAR HOLDINGS Separation and Distribution Agreement Table of Contents Page Article I Definitions 2 Article II The Separation 13 2.1 Separation Transactions 13 2.2 Transfer Documents 13 2.3 Waiver of Bulk-Sale and Bulk-Transfer Laws 13 2.4 Approvals and Notifications 13 2.5 Release of Guarantees 15 2.6 Termination of Agreements

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed on March 31, 2023)

Exhibit 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20, by and between Star Holdings, a Maryland statutory trust (the “Company”), and (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves as [a trustee] [and] [an officer] of the Company and may, therefore, be subjected to claims, suits or proc

Amended and Restated Credit Agreement, dated as of March 31, 2023, between Star Holdings and the Issuer. Incorporated by reference to Exhibit 10.4 to Star Holdings' Current Report on Form 8-K, filed on March 31, 2023.

Exhibit 10.4 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2023 between Star Holdings, as Borrower and Safehold Inc., as Lender TABLE OF CONTENTS Page Article I. DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Terms Generally 13 Section 1.03 Accounting Terms; Changes in GAAP 13 Section 1.04 Divisions 14 Article II. NOTE, Commitments and Borrowings 14 Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 Star Holdings (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 Star Holdings (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Numbe

iStar Inc.

TABLE OF CONTENTS  Exhibit 99.1 iStar Inc. March 22, 2023 Dear iStar Stockholder: On August 11, 2022, we announced that we and Safehold Inc. (“Safe”) entered into a definitive merger agreement. The combination of the companies in the merger will create a self-managed pure-play ground lease company operating under the name “Safehold Inc.” and trading on the New York Stock Exchange as “SAFE.” The me

Exhibit 99.2 THIS NOTICE WILL ENABLE YOU TO ACCESS MATERIALS FOR INFORMATIONAL PURPOSES ONLY Important Notice Regarding the Availability of Materials You are receiving this communication because you hold common stock in iStar Inc. (“iStar”). iStar ha

Exhibit 99.2 THIS NOTICE WILL ENABLE YOU TO ACCESS MATERIALS FOR INFORMATIONAL PURPOSES ONLY Important Notice Regarding the Availability of Materials You are receiving this communication because you hold common stock in iStar Inc. (“iStar”). iStar has released informational materials regarding the separation of its wholly-owned subsidiary, Star Holdings, that are now available for your review. The

STAR HOLDINGS 1114 Avenue of the Americas 39th Floor New York, New York 10036

STAR HOLDINGS 1114 Avenue of the Americas 39th Floor New York, New York 10036 March 21, 2023 BY EDGAR U.

As filed with the Securities and Exchange Commission on March 20, 2023

As filed with the Securities and Exchange Commission on March 20, 2023 File No. 001-41572 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 STAR HOLDINGS (Exact name of registrant as specified in charter) Maryland (State or other jurisdiction

Exhibit 99.1 to our Form 10 filed with the SEC on March 20, 2023

TABLE OF CONTENTS Exhibit 99.1 iStar Inc.            , 2023 Dear iStar Stockholder: On August 11, 2022, we announced that we and Safehold Inc. (“Safe”) entered into a definitive merger agreement. The combination of the companies in the merger will create a self-managed pure-play ground lease company operating under the name “Safehold Inc.” and trading on the New York Stock Exchange as “SAFE.” The

Information Statement of Star Holdings, preliminary and subject to completion, dated March 13, 2023.**

TABLE OF CONTENTS Exhibit 99.1 iStar Inc.            , 2023 Dear iStar Stockholder: On August 11, 2022, we announced that we and Safehold Inc. (“Safe”) entered into a definitive merger agreement. The combination of the companies in the merger will create a self-managed pure-play ground lease company operating under the name “Safehold Inc.” and trading on the New York Stock Exchange as “SAFE.” The

As filed with the Securities and Exchange Commission on March 13, 2023

As filed with the Securities and Exchange Commission on March 13, 2023 File No. 001-41572 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 STAR HOLDINGS (Exact name of registrant as specified in charter) Maryland (State or other jurisdiction

Clifford Chance US LLP

Clifford Chance US LLP March 13, 2023 Jeffrey Lewis Robert Telewicz Ruairi Regan David Link United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, NE Washington, D.

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February 24, 2023 Jeffrey Lewis Robert Telewicz Ruairi Regan David Link United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, NE Washington, D.

Form of Amended and Restated Declaration of Trust of Star Holdings.*

Exhibit 3.1 STAR HOLDINGS AMENDED AND RESTATED DECLARATION OF TRUST , 2023 This AMENDED AND RESTATED DECLARATION OF TRUST is made effective as of the date set forth above by the undersigned trustees of the Trust (the “Trust”), in order to amend and restate the Declaration of Trust in the manner set forth herein. ARTICLE I FORMATION; CERTIFICATE OF TRUST The Trust is a statutory trust within the me

Form of Amended and Restated Bylaws of Star Holdings.*

Exhibit 3.2 STAR HOLDINGS AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1.    PRINCIPAL OFFICE. The principal office of Star Holdings (the “Trust”) in the State of Maryland shall be located at such place as the Board of Trustees of the Trust (the “Board”) may designate. Section 2.    ADDITIONAL OFFICES. The Trust may have additional offices, including a principal executive office, at such

Information Statement of Star Holdings, preliminary and subject to completion, dated February 3, 2023.**

TABLE OF CONTENTS Exhibit 99.1 iStar Inc.            , 2023 Dear iStar Stockholder: On August 11, 2022, we announced that we and Safehold Inc. (“Safe”) entered into a definitive merger agreement. The combination of the companies in the merger will create a self-managed pure-play ground lease company operating under the name “Safehold Inc.” and trading on the New York Stock Exchange as “SAFE.” The

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CORRESP 1 filename1.htm February 3, 2023 Jeffrey Lewis Robert Telewicz Ruairi Regan David Link United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, NE Washington, D.C. 20549 Re: Star Holdings Registration Statement on Form 10 Filed December 16, 2022 File No. 001-41572 Dear Messrs. Lewis, Telewicz, Regan and Link: On b

As filed with the Securities and Exchange Commission on February 3, 2023

10-12B/A 1 tm2230753-41012ba.htm 10-12B/A As filed with the Securities and Exchange Commission on February 3, 2023 File No. 001-41572 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 STAR HOLDINGS (Exact name of registrant as specified in ch

Form of Trustee and Officer Indemnification Agreement*

Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20, by and between Star Holdings, a Maryland statutory trust (the “Company”), and (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves as [a trustee] [and] [an officer] of the Company and may, therefore, be subjected to claims, suits or proc

Form of Management Agreement, by and between Star Holdings and Manager.*

EX-10.1 3 tm2230753d2ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is entered into on , by and between [SPINCO], a Maryland business trust (“SpinCo”), and [MANAGER], a Delaware limited liability company (together with its permitted assignees, the “Manager”). WHEREAS, in connection with the separation transactions and the distribution of all of the interests in

Form of Governance Agreement, by and between Star Holdings and Safehold Inc.*

EX-10.2 4 tm2230753d2ex10-2.htm EXHIBIT 10.2 EXHIBIT 10.2 GOVERNANCE AGREEMENT BETWEEN [SPINCO] AND SAFEHOLD INC. Dated as of [●] TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 Section 1.1 Defined Terms 1 Section 1.2 Table of Defined Terms 5 ARTICLE II CERTAIN AGREEMENTS 5 Section 2.1 Transfer Restrictions 5 Section 2.2 Voting Arrangements 6 Section 2.3 Additional Voting Securities; Attendance at Mee

As filed with the Securities and Exchange Commission on December 16, 2022

10-12B 1 tm2230753-11012b.htm 10-12B As filed with the Securities and Exchange Commission on December 16, 2022 File No. 000-          U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 STAR HOLDINGS (Exact name of registrant as specified in charter) Maryland (St

Form of Registration Rights Agreement, by and between Star Holdings and Safehold Inc.*

EX-10.3 5 tm2230753d2ex10-3.htm EXHIBIT 10.3 EXHIBIT 10.3   REGISTRATION RIGHTS AGREEMENT   BETWEEN   SAFEHOLD INC.   AND   [SPINCO]   Dated as of [●]             TABLE OF CONTENTS   Page Article 1 DEFINED TERMS 1 Section 1.1     Defined Terms 1 Section 1.2     Table of Defined Terms 3 Article 2 REGISTRATION RIGHTS 4 Section 2.1     Shelf Registration 4 Section 2.2     Demand Registrations 4 Secti

Form of Separation and Distribution Agreement, by and between iStar Inc. and Star Holdings.*

EX-2.1 2 tm2230753d2ex2-1.htm EXHIBIT 2.1 EXHIBIT 2.1   Dated as of [●]   iSTAR INC. and [SPINCO]     Separation and Distribution Agreement         Table of Contents     Page     Article I Definitions 2     Article II The Separation 13     2.1     Separation Transactions 13     2.2     Transfer Documents 13     2.3     Waiver of Bulk-Sale and Bulk-Transfer Laws 13     2.4     Approvals and Notific

Information Statement of Star Holdings, preliminary and subject to completion, dated December 16, 2022.**

EX-99.1 7 tm2230753d1ex99-1.htm EXHIBIT 99.1 TABLE OF CONTENTS Exhibit 99.1 iStar Inc.            , 2022 Dear iStar Stockholder: On August 11, 2022, we announced that we and Safehold Inc. (“Safe”) entered into a definitive merger agreement. The combination of the companies in the merger will create a self-managed pure-play ground lease company operating under the name “Safehold Inc.” and trading o

Subsidiaries of Star Holdings.*

EX-21.1 6 tm2230753d2ex21-1.htm EXHIBIT 21.1 EXHIBIT 21.1 None.

CLIFFORD CHANCE US LLP

CORRESP 1 filename1.htm CLIFFORD CHANCE US LLP 31 West 52nd Street New York, NY 10019-6131 Tel +1 212 878 8000 Fax +1 212 878 8375 www.cliffordchance.com December 16, 2022 Via EDGAR Filing Re: Star Holdings Registration Statement on Form 10 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: On behalf of Star Holdings, a Maryland statutory trust, we h