Safehold (SAFE) risk factors, FY2025 10-K

Risks Related to Our Portfolio and Our Business

1. 01The market for Ground Lease transactions and the availability of investment opportunities may not meet our growth objectives
2. 02Our operating performance and the market value of our properties are subject to risks associated with real estate assets
3. 03The rental payments under our leases may not keep up with changes in market value and inflation
4. 04We may be unable to renew expiring Ground Leases, re-lease the land or sell the properties on favorable terms or at all
5. 05A lack of recourse to creditworthy counterparties may adversely affect us and our tenants
6. 06Counterparty, geographic and industry concentrations may expose us to financial credit risk62% rewritten
7. 07Percentage rent payable under our master lease relating to the Park Hotels Portfolio is calculated on an aggregate portfolio-wide basis61% rewritten
8. 08We are subject to various risks common to the hotel industry with respect to any hotels that we are responsible for operatingNew
9. 09We depend on the ability of independent hotel operators to operate and manage the hotels that we are responsible for operatingNew
10. 10We are the tenant of a Ground Lease underlying a majority of our Doubletree Seattle Airport property66% rewritten
11. 11Certain tenant rights under our Ground Leases may limit the value and the UCA we are able to realize upon lease expiration, sale of our land and Ground Leases or other events
12. 12We rely on Property NOI as reported to us by our tenants
13. 13Our estimates of Ground Rent Coverage for properties in development or transition, or for which we do not receive current tenant financial information, may prove to be incorrect
14. 14Our estimates of Combined Property Value are based on various assumptions and information supplied to us by our tenants and accordingly may not be indicative of actual values
15. 15There can be no assurance that we will realize any incremental value from the UCA in our owned residual portfolio or that the market price of our common stock will reflect any value attributable thereto
16. 16Ground Leases with developers expose us to risks associated with property development and redevelopment that could materially and adversely affect us
17. 17We may be materially and adversely affected by the exercise of leasehold mortgagee protections
18. 18We are subject to the risk of bankruptcy of our tenants
19. 19We may directly own one or more commercial properties, which will expose us to the risks of ownership of operating properties42% rewritten
20. 20Competition may adversely affect our ability to acquire and originate investments
21. 21Cybersecurity risk and cyber incidents may adversely affect our business
22. 22Our estimated UCA, Combined Property Value and Ground Rent Coverage, may not reflect current market values, including the decline in office values, and may decline materially in future periods
23. 23We may explore investments other than our typical Ground Leases through joint ventures or otherwise, which could materially and adversely affect usNew
24. 24Our success depends in part on our ability to attract, retain and develop talented employees, and our failure to do so, including the loss of any of our key employees, could adversely impact our business
25. 25We may decide to further expand our operations through acquisitions, development opportunities and other strategic transactions
26. 26The use of artificial intelligence technologies presents certain risks that may adversely affect our business and operationsNew

Risks Related to Our Relationship with Star Holdings

1. 27We are party to several agreements with Star Holdings and may be unable to collect amounts to which we are contractually entitled, which could negatively affect our performance, financial condition, results of operations and cash flow25% rewritten
2. 28As of December 31, 2025, Star Holdings owned approximately 18.8% of the outstanding shares of our common stock. Future sales in the public market by Star Holdings, or the perception in the market that Star Holdings intends to sell shares, could reduce the market price of our common stock
3. 29The concentration of our voting power may adversely affect the ability of investors to influence our policies
4. 30There are various potential conflicts of interest in our relationship with Star Holdings, which could result in decisions that are not in the best interest of our shareholders
5. 31The agreements between Safehold and Star Holdings entered into in connection with the Spin-Off may not reflect terms that would have resulted from arm’s-length negotiations with unaffiliated third parties
6. 32Our debt obligations will reduce cash available for distribution and expose us to the risk of default
7. 33Our failure to hedge interest rates effectively could materially and adversely affect us
8. 34Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners’ or co-venturers’ financial position and liquidity and disputes between us and our co-venturers
9. 35Our depreciation expenses are expected to be limited for financial and tax reporting purposes, with the result that we will be highly dependent on external capital sources to fund our growth
10. 36Our credit ratings will impact our borrowing costs and our access to debt capital markets

Risks Related to Our Organization and Structure

1. 37We are a holding company and will rely on funds from Portfolio Holdings to pay our obligations and distributions to our shareholders
2. 38Certain provisions of Maryland law and our organizational documents could inhibit changes in control of our company
3. 39Certain provisions of our organizational documents limit shareholder recourse and access to judicial fora

Risks Related to Our Common Stock

1. 40Cash available for distribution may not be sufficient to make distributions to our shareholders at expected levels, or at all
2. 41The availability of shares for future sale could adversely affect the market price of our common stock
3. 42Distributions to holders of Caret units will reduce distributions to us upon certain transactions, and sales of additional Caret units may dilute the economic interests of our common stockholders24% rewritten
4. 43The design of the Caret program may not result in the recognition of the two distinct components of value by market participants
5. 44The terms of Caret units could result in conflicts of interest between holders of our common stock and holders of Caret units. Our management’s ownership of Caret units creates potential conflicts of interest59% rewritten
6. 45The Portfolio Holdings LLCA sets forth certain limitations on our ability to make changes to such agreement that could be beneficial to us and our stockholders without the consent of certain of the Caret unitholders
7. 46The Portfolio Holdings LLCA contains provisions that may delay, defer or prevent a change in control
8. 47Future issuances of debt or preferred equity securities could adversely affect our common shareholders and result in conflicts of interest
9. 48There can be no assurance that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all
10. 49Legislative, regulatory or administrative changes could adversely affect us, our stockholders or holders of our debtNew
11. 50Our failure to remain qualified as a REIT would subject us to taxes, which would reduce the amount of cash available for distribution to our shareholders28% rewritten
12. 51The REIT distribution requirements could require us to borrow funds or take other actions that may be disadvantageous to our shareholders
13. 52Even if we qualify as a REIT, we may incur tax liabilities that reduce our cash flow