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 931, 2023

Safehold Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-38122		30-0971238
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1114 Avenue of the Americas
39th Floor
New York, NY	10036
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 930-9400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		SAFE		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 51.0702. ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On March 931, 2023, ~~Safehold~~in connection with the closing of the Merger (as defined below), the following agreements terminated and are no longer in effect: (i) the Stockholder’s Agreement, dated as of January 2, 2019, by and between iStar Inc., a Maryland corporation (“~~SAFE~~STAR”), ~~held~~and aSafehold ~~special~~Inc., ~~meeting~~a ofMaryland corporation ~~its stockholders~~ (the “~~Special~~Company” ~~Meeting~~or “SAFE”), toincluding ~~vote~~any amendments thereto; (ii) the Amended and Restated Management onAgreement, dated as of January 2, 2019, by and among SAFE, SFTY Manager LLC, a Delaware limited liability company, and STAR, including any amendments thereto; (iii) the ~~proposals~~Exclusivity ~~identified~~and inExpense Reimbursement Agreement, dated as of June 27, 2017, by and between STAR and SAFE, including any amendments thereto; (iv) the ~~definitive~~Amended ~~joint~~and ~~proxy~~Restated ~~statement/prospectus~~Registration Rights Agreement, dated as of January 302, ~~2023~~2019, ~~which~~by ~~was~~and between ~~first~~STAR ~~mailed~~and to SAFE ~~stockholders~~; onand or(v) ~~about~~the ~~February~~Voting 6Agreement, ~~2023~~dated as of August 10, 2022, by and between STAR and SAFE.

AsItem ~~of the close of business on January 27, 2023, the record date for the Special Meeting, there were 62,397,416 shares of common stock, par value $0~~2.01 ~~per share, of SAFE (the “SAFE Common Stock”) outstanding and entitled to vote at the Special Meeting~~. ~~Stockholders~~Completion ~~entitled to cast 94.98%~~ of ~~all~~Acquisition ~~the votes entitled to be cast at the Special Meeting were present in person~~ or ~~represented~~Disposition ~~by proxy at the Special Meeting. A summary~~ of ~~the voting results for the following proposals, each of which is described in detail in the definitive joint proxy statement/prospectus, is set forth below:~~Assets.

1.On ~~Proposal~~March to31, ~~approve~~2023, ~~the~~SAFE completed its previously announced merger of(the ~~SAFE~~“Merger”) with and into ~~iStar Inc., a Maryland corporation (“~~STAR”), with STAR continuing as the surviving corporation and operating under the name “Safehold Inc.,” as(“New ~~contemplated~~SAFE”), bypursuant to the ~~merger~~Agreement ~~agreement entered into by~~ and ~~between~~Plan ~~STAR~~of ~~and~~Merger, ~~SAFE~~dated onas August 10, 2022 (the “~~SAFE~~ Merger ~~Proposal~~Agreement”)., ~~The~~by ~~results~~and ofbetween ~~the~~SAFE ~~vote~~and ~~were as follows:~~STAR.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
59,186,305		35,750		41,249		—

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of SAFE (“SAFE Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares owned directly by STAR or any of the wholly-owned subsidiaries of STAR or SAFE and in each case not held on behalf of third parties) was automatically converted into the right to receive one share of newly issued common stock, $0.01 par value per share, of New SAFE (“New SAFE Common Stock”).

2.The ~~Proposal~~issuance toof ~~approve~~New ~~certain~~SAFE ~~changes~~Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to ~~SAFE~~STAR’s ~~Caret~~Registration Statement ~~program~~on Form S-4, which was filed with the U.S. Securities and Exchange Commission (the “~~SAFE~~SEC”) ~~Caret~~on ~~Amendment~~December ~~Proposal~~16, 2022 (as amended, the “Form S-4”). The ~~results~~Form ofS-4 was declared effective on January 30, 2023. The joint proxy statement/prospectus included with the ~~vote~~Form ~~were~~S-4 ascontains ~~follows:~~additional information about the Merger and related transactions.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
59,091,245		161,511		10,548		—

The description of the Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by STAR on August 11, 2022, which is incorporated herein by reference.

Item 3.01. ~~Proposal~~Notice ~~to approve the adjournment~~ of ~~the~~Delisting ~~Special~~or ~~Meeting~~Failure ~~from time~~ to ~~time,~~Satisfy ifa ~~necessary,~~Continued toListing ~~solicit~~Rule ~~additional proxies if there are not sufficient votes at the time of the Special Meeting,~~ or ~~any~~Standard; ~~adjournment~~Transfer ~~or postponement thereof, to approve each~~ of ~~the SAFE Merger Proposal and the SAFE Caret Amendment Proposal~~Listing. ~~The results of the vote were as follows:~~

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
55,791,902		3,426,879		44,523		—

In connection with the consummation of the Merger, SAFE notified the New York Stock Exchange (the “NYSE”) that the Merger had closed on March 31, 2023 and requested that the NYSE (i) suspend trading of SAFE Common Stock effective prior to the opening of trading on March 31, 2023, (ii) remove SAFE Common Stock from trading prior to the open of trading on March 31, 2023 and (iii) file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of SAFE Common Stock and deregistration of SAFE Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). New SAFE, as successor to the Company, intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of SAFE Common Stock and suspending SAFE’s reporting obligations under Section 13 and 15(d) of the Exchange Act.

~~Adjournment~~The ofinformation ~~the~~set ~~Special~~forth ~~Meeting~~in ~~was~~Item ~~not~~2.01 ~~necessary because there were sufficient votes at the time~~ of ~~the~~this Current ~~Special~~Report ~~Meeting~~on toForm ~~adopt~~8-K ~~the~~is ~~SAFE~~incorporated ~~Merger~~by ~~Proposal~~reference ~~and~~in ~~the~~this ~~SAFE~~Item ~~Caret Amendment Proposal~~3. ~~No other business properly came before the Special Meeting~~01.

Item 3.03.

Material Modification to Rights of Security Holders.

As set forth in Item 2.01 of this Current Report on Form 8-K, upon the Effective Time, each share of SAFE Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares owned directly by STAR or any of the wholly-owned subsidiaries of STAR or SAFE and in each case not held on behalf of third parties) was canceled and converted into the right to receive one newly issued share of STAR Common Stock. At the Effective Time, each outstanding restricted stock unit of SAFE will remain outstanding in accordance with their terms following the Merger but will be converted into restricted stock units in respect of shares of New SAFE common stock on a one-for-one basis upon the consummation of the Merger.

The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

The information set forth in Items 2.01, 3.01 and 3.03 of this Current Report on Form 8-K are incorporated by reference into this Item 5.01.

Item 5.02.

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

In connection with the Merger, the directors and executive officers of SAFE ceased serving in such capacities.

In connection with the completion of the Merger, the SAFE board of directors appointed Jesse Hom, Jay Nydick and Stefan Selig, former SAFE directors, and Marcos Alvarado, the former president and chief investment officer of SAFE, to serve on the board of directors of New SAFE. In addition, Jay Sugarman, the former chairman and chief executive officer and a director of SAFE, and Robin Josephs, a former director of SAFE, were appointed by the STAR board of directors to serve as on the board of directors of New SAFE. As of the Effective Time and in connection with the Merger, the officers of STAR immediately prior to the Effective Time became the officers of New SAFE.

The information set forth in Item 2.01 is incorporated by reference into this Item 5.02.

Item 8.01.

Other Events.

On March 31, 2023, SAFE and STAR released a joint press release announcing the completion of the Merger, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of August 10, 2022, between iStar Inc. and Safehold Inc. (incorporated by reference to Exhibit 2.1 of Form 8-K filed by iStar Inc. on August 11, 2022).
99.1		Joint Press Release of Safehold Inc. and iStar Inc., issued March 31, 2023.
104		Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 931, 2023

	Safehold Inc.

	By:	/s/ Brett Asnas
	Name:	Brett Asnas
	Title:	Chief Financial Officer

Filing Compare · Safehold Inc. /MD