Star Holdings (STHO) risk factors, FY2025 10-K

Risks Related to Our Properties and Business

1. 01If global or local market and economic conditions deteriorate, our business, financial condition and results of operations could be materially and adversely affected
2. 02Our performance is subject to risks inherent in owning real estate investments
3. 03We will be materially dependent on sales of assets to generate cash flows
4. 04Our portfolio is concentrated in certain assets and, as a result, any adverse changes impacting any of these assets may have a material adverse effect on our business, financial condition and results of operations28% rewritten
5. 05Future sales of parcels at Asbury Park Waterfront and Magnolia Green will be subject to receipt of approvals from local municipalities
6. 06The residential market has experienced significant downturns that could recur and adversely affect us27% rewritten
7. 07We may be unable to complete the development of our properties successfully, which could materially and adversely affect our results of operations due to unexpected costs, delays and other contingencies
8. 08Demand for homes and apartment rentals may be adversely affected by a variety of macroeconomic factors beyond our control
9. 09We are subject to the risk of our Manager losing key personnel, and we may be unable to retain key asset-level consultants
10. 10We may experience losses if the creditworthiness of our tenants deteriorates and they are unable to meet their lease obligations
11. 11Lease and sublease expirations, defaults and terminations may adversely affect our revenue25% rewritten
12. 12Our expenses may remain constant or increase, even if our revenues decrease, which may have a material adverse effect on our business, financial condition and results of operations
13. 13Our property taxes could increase due to a change in property tax rates or a reassessment, which could impact our cash flows
14. 14The lodging industry is highly sensitive to trends in business and personal travel
15. 15We are subject to various operating risks common to the lodging industry
16. 16The cyclical nature of the lodging industry may cause fluctuations in our operating performance
17. 17We are subject to general risks associated with the employment of hotel personnel, including competition for labor
18. 18We depend on the ability of the independent hotel operators to operate and manage our hotels
19. 19Our hotel management agreements limit operating flexibility
20. 20We are subject to certain risks associated with potential liabilities under environmental laws and risks of loss from weather conditions, man-made or natural disasters, climate change and terrorism
21. 21Compliance or failure to comply with the Americans with Disabilities Act could result in substantial costs
22. 22Our assets may be subject to impairment charges
23. 23We may be subject to litigation, which could have a material adverse effect on our financial condition
24. 24Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer
25. 25The loss of our Investment Company Act exemption would materially adversely affect us
26. 26We have a significant amount of indebtedness that matures in 2028. Our governing documents do not limit the amount of indebtedness we may incur and we may become more highly leveraged24% rewritten
27. 27We are subject to risks associated with secured debt
28. 28Financial covenants could materially adversely affect our ability to conduct our business
29. 29We may change our business strategy and business policies without shareholder approval
30. 30We may sell all or substantially all of our assets and dissolve without shareholder approval

Risks Related to Our Relationship with Our Manager and its Affiliates

1. 31Termination of the Management Agreement would be costly
2. 32The loss of our Manager or its key personnel could threaten our ability to operate successfully
3. 33Our Manager’s liability is limited under the management agreement, and we could experience poor performance or losses for which our Manager would not be liable
4. 34There are various potential conflicts of interest in our relationship with our Manager and its affiliates, which could result in decisions that are not in the best interest of our shareholders
5. 35The management fee payable to our Manager may not provide sufficient incentive to our Manager to maximize cashflows from assets
6. 36Our board of trustees will not approve each decision made by our Manager with regard to our legacy real estate assets, which may result in our Manager making riskier decisions on our behalf than would be specifically approved by our board of trustees
7. 37Safe may fail to perform under various transaction agreements that were executed as part of the Spin-Off, or we may fail to have necessary systems and services in place when certain of the transaction agreements expire
8. 38Potential indemnification liabilities owed to Safe (formerly iStar) pursuant to the Separation and Distribution Agreement may have a material adverse effect on our business, financial condition and results of operations
9. 39The Spin-Off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws
10. 40Our agreements with iStar and Safe in connection with the Spin-Off involved conflicts of interest, and we may have received better terms from unaffiliated third parties than the terms we received in these agreements

Risks Related to an Investment in Our Common Shares

1. 41An active trading market for our common shares may not be sustained
2. 42We are taxed as a corporation and have not elected to qualify as a real estate investment trust69% rewritten
3. 43Legislative, regulatory or administrative changes could adversely affect us, our stockholders or our borrowersNew
4. 44Certain provisions of our organizational documents limit shareholder recourse and access to judicial fora
5. 45We do not expect to pay regular dividends
6. 46If we continue to qualify as an “emerging growth company,” we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies26% rewritten
7. 47shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common shares and our share price may be more volatileNew