Star Holdings: amends credit and management agreements

What happened

• The filing states that on Sep 29, 2026 the Company entered into the Third Amendment to Amended and Restated Credit Agreement with Safehold Inc. and the Second Amendment to the Management Agreement with Safehold Management Services Inc.
• The Third Amendment extends the maturity date of the term loan facilities by one year to Mar 31, 2029, with an option to extend to Sep 30, 2029 subject to conditions; the Company paid Safehold a maturity extension fee of $2,400,000.

Key details

• The extension option requires the payment of an extension fee equal to 0.5% of the then outstanding loans and increases the interest rate on outstanding borrowings by 1.0% per annum during the extension period.
• The Third Amendment permits voluntary prepayments of up to $50,000,000 in the aggregate plus the amount of any restricted cash held by the margin loan lender; as of Sep 29, 2026 the outstanding term loan principal balance was $115,000,000 and there were no outstanding borrowings on the incremental facility.
• The Company agreed it will not make any additional borrowings under the margin loan facility; the Third Amendment provides a restricted payments basket allowing repurchases of up to $10,000,000 of common shares for cash after certain margin loan prepayments.
• The Second Amendment to the Management Agreement sets minimum quarterly management fee amounts of $1,250,000 for the annual term Apr 1, 2027 through Mar 31, 2028 and $625,000 for the annual term Apr 1, 2028 through Mar 31, 2029; it increases the Termination Fee from $55,000,000 to $62,500,000 (less aggregate management fees paid) and extends the period during which termination without cause would require payment of the Termination Fee to Mar 31, 2029.
• The filing also includes a Regulation FD disclosure (Item 7.01).

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) covering amendments to the term loan credit agreement and to the management agreement, and Item 7.01 (Regulation FD disclosure). The filing does not show why the insider traded or why the company acted.