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~~March 1727, 2026

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)	(IRS Employer Identification No.)

1114 Avenue of the Americas, 39th Floor

New York, New York 10036

(Address of principal executive offices, including 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 shares of beneficial interest, $0.001 par value	STHO	Nasdaq Global Market

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 2.~~02Results~~01Completion of ~~Operations~~Acquisition ~~and~~or ~~Financial~~Disposition ~~Condition~~of Assets.

OnIn ~~February~~connection ~~17,~~with ~~2026~~the repayment of a loan by a joint venture related to a multifamily development project, Star Holdings ~~issued~~(the an“Company”) ~~earnings~~determined ~~release~~that the venture should be deconsolidated for ~~the~~financial ~~fourth~~reporting ~~quarter~~purposes, ~~and~~effective ~~fiscal~~as ~~year~~of ~~ended~~the ~~December~~March 3127, ~~2025.~~2026 Arepayment ~~copy~~date ofwhen the ~~earnings~~Company’s ~~release~~guarantee isto ~~attached~~a third-party lender was released. No consideration was transferred as ~~Exhibit 99~~part of this transaction.1 ~~hereto~~For ~~and~~additional ~~incorporated~~information, ~~herein~~please bysee ~~reference~~the accompanying pro forma financial information.

The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 9.01Financial Statements and Exhibits.

~~Exhibit 99.1Earnings~~(b) ~~Release~~Unaudited Pro Forma Financial Information.

The pro forma financial information of the Company reflecting the deconsolidation of the venture is filed as exhibit 99.1 and incorporated herein by reference.

Exhibit 99.1Pro Forma Financial Information.

Exhibit 104Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


			Star Holdings

Date:	~~February~~April 171, 2026	By:	/s/ BRETT ASNAS
			Brett Asnas
			Chief Financial Officer
			(principal financial officer)

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