Safehold Inc.: amends term loan and management agreement

What happened

• Safehold Inc. reported that on Sep 29, 2026 the company, as lender, entered into a Third Amendment to its term loan credit agreement with Star Holdings that extends the maturity date of the term loan facilities by one year to Mar 31, 2029, with an option for Star Holdings to extend to Sep 30, 2029.
• The Third Amendment increases the interest rate on outstanding borrowings by 1.0% per annum during the extension period, requires an extension fee equal to 0.5% of the then outstanding loans to extend to Sep 30, 2029, and Star Holdings paid Safehold a maturity extension fee of $2,400,000. As of Sep 29, 2026 the outstanding term loan principal balance was $115,000,000.
• Safehold reported the Third Amendment also permits Star Holdings to make voluntary prepayments of up to $50,000,000 in the aggregate (plus restricted cash held by the margin loan lender), creates a restricted payments basket allowing repurchase of up to $10,000,000 of Star Holdings common shares after specified margin loan prepayments, and states Star Holdings agreed it will not make additional borrowings under the margin loan facility.
• Safehold Management Services Inc., a wholly owned subsidiary, reported a Second Amendment to the management agreement with Star Holdings dated Sep 29, 2026 that sets minimum quarterly management fee amounts of $1,250,000 (Apr 1, 2027–Mar 31, 2028) and $625,000 (Apr 1, 2028–Mar 31, 2029), increases the termination fee from $55,000,000 to $62,500,000 (less aggregate management fees paid prior to termination), and extends the period during which Star Holdings would owe the termination fee if it terminates without cause to Mar 31, 2029.

Key details

• Third Amendment dated Sep 29, 2026: maturity extended to Mar 31, 2029; option to extend to Sep 30, 2029 subject to 0.5% extension fee and 1.0% higher interest during extension.
• Cash payments and balances: Star Holdings paid $2,400,000 extension fee; term loan principal outstanding was $115,000,000 as of Sep 29, 2026; up to $50,000,000 of voluntary prepayments permitted.
• Management amendment dated Sep 29, 2026: minimum quarterly fees of $1,250,000 and $625,000 for the two annual terms; termination fee raised to $62,500,000 (less fees paid); termination-without-cause period extended to Mar 31, 2029.

Why it may matter

• Item reported: Item 8.01 (Other events). The filing covers amendments to Safehold’s term loan credit agreement with Star Holdings and to the management agreement between Safehold Management Services Inc. and Star Holdings, including changes to maturity dates, fees, interest rates, prepayment and repurchase rights, and the termination fee.
• The filing does not show why the insider traded or why the company acted.