STHO on Nasdaq

Star Holdings

Star Holdings is an American Lessors of Real Property company based in New York.1 Its shares trade on Nasdaq under the symbol STHO.1

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Last updated Oct 21, 2026.

Overview

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  • TickerSTHO on Nasdaq1
  • IndustryLessors of Real Property, NEC1
  • HeadquartersNew York, New York1
  • Incorporated inMD2
  • Business addressOne Penn Plaza, 51St Floor, New York, Ny 101192
  • Filer category, Emerging growth company2

Star Holdings was formed to succeed to the legacy non-ground lease real estate assets of iStar Inc. (“iStar”). On March 31, 2023, iStar completed its transition to a ground lease focused business through the merger of iStar and Safehold Inc., a ground lease company previously founded by iStar (the “Merger”). iStar continued as the surviving corporation in the Merger and changed its name to “Safehold Inc.” (“Safe”).4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-58.3%Net margin5
-2.8%Revenue growth, 20255
-25.5%Return on equity5
1.07×Debt to equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Other income brought in 39% of the revenue Star Holdings broke down this way in fiscal 2025.

  1. Other income$51.7M539%up 17% from 2024
  2. Land Development$46.4M535%down 23% from 2024
  3. Hotel$21.8M517%down 1% from 2024
  4. Operating Lease Income$7.4M56%up 8% from 2024
  5. Interest Income Revenue$4.5M53%up 93% from 2024
Products and services by year
Products and services202320242025
Other income$41.7M$44.1M$51.7M
Land Development$72.4M$60.0M$46.4M
Hotel$22.0M$22.0M$21.8M
Operating Lease Income$6.7M$6.9M$7.4M
Interest Income Revenue$2.1M$2.3M$4.5M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$110.1M
  • Income tax0¢$27.0K

Out of $110.1M in revenue.5 The company lost money this year.

Financial statements

Revenue675$110.1M in 2025−60% since 2021
0$100.0M$200.0M$300.0M2021: $272.2M$272.2M20212022: $124.1M$124.1M2022−54%2023: $123.1M$123.1M2023−1%2024: $113.3M$113.3M2024−8%2025: $110.1M$110.1M2025−3%
Net income675-$64.2M in 2025
-$200.0M-$100.0M0$100.0M2021: $62.7M$62.7M20212022: -$36.3M-$36.3M20222023: -$196.4M-$196.4M2023+440%2024: -$86.8M-$86.8M2024−56%2025: -$64.2M-$64.2M2025−26%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Total revenues$110.1M$113.3M$123.1M
Interest expense$18.4M$15.8M$23.0M
Depreciation and amortization$5.2M$4.3M$4.6M
General and administrative$14.6M$21.1M$36.2M
Provision for (recovery of) loan losses-$540.0K$621.0K$1.7M
Other expense$9.0K$64.0K$791.0K
Total costs and expenses$116.0M$138.8M$176.7M
Unrealized gains (losses) on equity investments-$64.8M-$66.5M-$171.4M
Income from sales of real estate$3.7M
Income (loss) from operations before other items and income taxes-$70.7M-$88.4M-$225.0M
Loss on early extinguishment of debt, net-$70.0K-$2.1M
Earnings from equity method investments$30.8M
Net income (loss) from operations before income taxes-$70.7M-$88.4M-$196.3M
Income tax expense-$27.0K-$2.0K
Net income (loss)-$70.8M-$88.4M-$196.3M
Net (income) loss from operations attributable to noncontrolling interests$6.5M$1.6M-$66.0K
Net income (loss) allocable to common shareholders-$64.2M-$86.8M-$196.4M
Net income (loss) allocable to common shareholders - Basic-$4.90-$6.51-$14.74
Net income (loss) allocable to common shareholders - Diluted-$4.90-$6.51-$14.74
Basic (in shares)13.1M shares13.3M shares13.3M shares
Diluted (in shares)13.1M shares13.3M shares13.3M shares
Interest expense, related party$8.9M$8.8M$6.3M

Compare Star Holdings with another company

Corporate structure

Star Holdings sits at the top of its group. 131 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Star Holdings

  • Star Holdings New York, New York
    • Safehold Inc. Stake · New York, New York
    • 1101 Ocean Ave Parking LLC Subsidiary · New Jersey, United States
    • 1101 Ocean Ave Venture LLC Subsidiary · New Jersey, United States
    • 17093 Biscayne Boulevard – North Miami LLC Subsidiary · Delaware, United States
    • 210 5 th Ave. Venture Urban Renewal LLC Subsidiary · New Jersey, United States
    • 215 North Michigan Owner LLC Subsidiary · Delaware, United States
    • 3376 Peachtree Residential LLC Subsidiary · Georgia, United States
    • 6801 Woolridge Road GenPar LLC Subsidiary · Delaware, United States
    • 6801 Woolridge Road – Moseley LP Subsidiary · Delaware, United States
    • AP at Monroe Urban Renewal LLC Subsidiary · New Jersey, United States
    • AP at South Grand Urban Renewal LLC Subsidiary · New Jersey, United States
    • AP Block 146 Developer Urban Renewal, LLC Subsidiary · New Jersey, United States
    • AP Block 176 Venture Urban Renewal LLC Subsidiary · New Jersey, United States
    • AP Block 178 Venture LLC Subsidiary · New Jersey, United States
    • AP Block 3801 & 3904 Venture LLC Subsidiary · New Jersey, United States
    • AP Block 3802 Venture LLC Subsidiary · New Jersey, United States
    • AP Block 3904 Garage LLC Subsidiary · New Jersey, United States
    • AP Block 3904 Venture LLC Subsidiary · New Jersey, United States
    • AP Block 4001 Investor LLC Subsidiary · Delaware, United States
    • AP Block 4001 Lender LLC Subsidiary · Delaware, United States
    • AP Block 4001 Partners LLC Subsidiary · Delaware, United States
    • AP Block 4001 QOZ Fund Manager LLC Subsidiary · Delaware, United States
    • AP Block 4001 Venture Urban Renewal LLC Subsidiary · New Jersey, United States
    • AP Block 4502 Beach Club LLC Subsidiary · New Jersey, United States
    • AP Fifteen Property Holdings, L.L.C. Subsidiary · New Jersey, United States
    • and 105 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies). Each entity in the chart links to its source.

What it owns

What Star Holdings reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$457.0K5 Dec 31, 2025$924.0K5 Dec 31, 2024−50.5%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$149.3M5 Dec 31, 2025$72.8M5 Dec 31, 2024+105.0%
Real estate investments, at cost$179.1M5 Dec 31, 2025$98.1M5 Dec 31, 2024+82.5%
Real estate accumulated depreciation$29.7M5 Dec 31, 2025$25.3M5 Dec 31, 2024+17.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$50.1M5 Dec 31, 2025$35.0M5 Dec 31, 2024+43.3%
Stakes in other companies (equity method)$249.9M7 Dec 31, 2024$316.5M7 Dec 31, 2023−21.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Accumulated amortization$200.0K5 Dec 31, 2025$200.0K5 Dec 31, 20240%
Finite-lived intangibles, net$102.0K5 Dec 31, 2025$127.0K5 Dec 31, 2024−19.7%

Properties, in its own words

Our principal executive offices are located at 1114 Avenue of the Americas, New York, New York, 10036. See Item 8—"Financial Statements and Supplementary Data—Schedule III for a listing of properties held by us for investment purposes.

Item 2 of the 10-K filed Feb 17, 2026.4

Leadership

Who has led Star Holdings, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (6)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 1101 Ocean Ave Parking LLC New Jersey3
  • 1101 Ocean Ave Venture LLC New Jersey3
  • 17093 Biscayne Boulevard – North Miami LLC Delaware3
  • 210 5 th Ave. Venture Urban Renewal LLC New Jersey3
  • 215 North Michigan Owner LLC Delaware3
  • 3376 Peachtree Residential LLC Georgia3
  • 6801 Woolridge Road GenPar LLC Delaware3
  • 6801 Woolridge Road – Moseley LP Delaware3
  • AP Block 146 Developer Urban Renewal, LLC New Jersey3
  • AP Block 176 Venture Urban Renewal LLC New Jersey3
  • AP Block 178 Venture LLC New Jersey3
  • AP Block 3801 & 3904 Venture LLC New Jersey3
  • AP Block 3802 Venture LLC New Jersey3
  • AP Block 3904 Garage LLC New Jersey3
  • AP Block 3904 Venture LLC New Jersey3
  • AP Block 4001 Investor LLC Delaware3
  • AP Block 4001 Lender LLC Delaware3
  • AP Block 4001 Partners LLC Delaware3
  • AP Block 4001 QOZ Fund Manager LLC Delaware3
  • AP Block 4001 Venture Urban Renewal LLC New Jersey3
  • AP Block 4502 Beach Club LLC New Jersey3
  • AP Fifteen Property Holdings, L.L.C. New Jersey3
  • AP Five Property Holdings, L.L.C. New Jersey3
  • AP Mortgagee LLC Delaware3
All 129 listed subsidiaries
  • AP Retail Venture LLC Delaware3
  • AP Ten Property Holdings, L.L.C. New Jersey3
  • AP Triangle LLC Delaware3
  • AP Wesley Lake LLC Delaware3
  • AP at Monroe Urban Renewal LLC New Jersey3
  • AP at South Grand Urban Renewal LLC New Jersey3
  • APW Redeveloper LLC Delaware3
  • ASTAR Finance Falcon I LLC Delaware3
  • ASTAR Finance Falcon II LLC Delaware3
  • Asbury Convention Hall Limited Liability Company New Jersey3
  • Asbury Partners, LLC New Jersey3
  • Asbury Three Liquor License LLC New Jersey3
  • Asbury Two Liquor License LLC New Jersey3
  • Avenida Naperville Partners LLC Delaware3
  • Bath Site LLC Delaware3
  • Bond Portfolio Holdings II LLC Delaware3
  • Bond Portfolio Holdings III LLC Delaware3
  • Bond Portfolio Holdings LLC Delaware3
  • Cajun Fish Holdings, L.L.C. New Jersey3
  • Childs Associates LLC Delaware3
  • Coney Childs Lender LLC Delaware3
  • Coney Entertainment LLC Delaware3
  • Coney Island Holdings LLC Delaware3
  • Florida Lien Investor LLC Delaware3
  • Grand Monarch Partners LLC Delaware3
  • Highland View Associates LLC Delaware3
  • Jade Eight Properties LLC Delaware3
  • Jersey Star GenPar LLC Delaware3
  • Jersey Star LP Delaware3
  • Long Beach Wayfarer LLC Delaware3
  • MF III Albion LLC New Jersey3
  • MG Apartment Entity, LLC Delaware3
  • MG Apartments Parcel 3 LLC Delaware3
  • Madison Asbury Retail, LLC Delaware3
  • Magnolia Green Development Partners LLC Delaware3
  • Naples AW Holdco LLC Delaware3
  • Parrot Cay Holdco LLC Delaware3
  • Royal Oaks Lane (Biscayne Landing) – North Miami LLC Delaware3
  • SFI Belmont LLC Delaware3
  • SFI Bullseye – Chicago LLC Delaware3
  • SFI Chicago Tollway LLC Delaware3
  • SFI Coney Island Manager LLC Delaware3
  • SFI Euro Holdings II LLC Delaware3
  • SFI Euro Holdings LLC Delaware3
  • SFI Grand Vista LLC Delaware3
  • SFI Ilikai 104 LLC Delaware3
  • SFI Ilikai GenPar LLC Delaware3
  • SFI Ilikai LP Delaware3
  • SFI Ilikai Property Owner LLC Delaware3
  • SFI Ilikai Retail Owner LLC Delaware3
  • SFI Kua 4 Partner LLC Delaware3
  • SFI MG Investor LLC Delaware3
  • SFI Mammoth Crossing LLC Delaware3
  • SFI Mammoth Finance LLC Delaware3
  • SFI Mammoth GenPar LLC Delaware3
  • SFI Mammoth Owner LP Delaware3
  • SFI Naples Reserve LLC Delaware3
  • SFI One Palm Partner LLC Delaware3
  • SFI Raintree – Scottsdale LLC Delaware3
  • SH Net Lease II REIT Maryland3
  • SN Legacy Holdings LLC Delaware3
  • STAR 570 LH Holdings LLC Delaware3
  • STAR 61 Bond Street Lender LLC Delaware3
  • STAR Artesia 2 Member LLC Delaware3
  • STAR Domain LH Holdings LLC Delaware3
  • STAR Dream Lender LLC Delaware3
  • STAR Germantown Lender LLC Delaware3
  • STAR Investment Holdco LLC Delaware3
  • STAR Investment Holdings SPV LLC Delaware3
  • STAR Naperville Investor LLC Delaware3
  • STAR Nevele Owner LLC Delaware3
  • STAR North Clark Lender LLC Delaware3
  • STAR Palm Desert Lender GenPar LLC Delaware3
  • STAR Palm Desert Lender LP Delaware3
  • STAR Preferred Holdings LLC Delaware3
  • STAR Shidler-Terra Lender LLC Delaware3
  • Seaside Park LLC Delaware3
  • Shore Road – Long Beach Superblock LLC Delaware3
  • Star FW Ventures II Investor LLC Delaware3
  • Star Jadian Investor LLC Delaware3
  • Stone Pony Partners LLC New Jersey3
  • THCF LLC New Jersey3
  • TPRJC Owner LLC New Jersey3
  • Talking Partners LLC New Jersey3
  • The Lanes at AP LLC New Jersey3
  • iStar 100 LLC Delaware3
  • iStar 100 Management Inc. Delaware3
  • iStar 200-300 LLC Delaware3
  • iStar 200-300 Management, Inc. Delaware3
  • iStar FM Loans LLC Delaware3
  • iStar Financial Protective Trust Maryland3
  • iStar Grand Monarch Investor LLC Delaware3
  • iStar Harrisburg Business Trust Delaware3
  • iStar Net Lease I LLC Delaware3
  • iStar Net Lease II LLC Delaware3
  • iStar Net Lease Member I LLC Delaware3
  • iStar Net Lease Member II LLC Delaware3
  • iStar REO Holdings II TRS LLC Delaware3
  • iStar Reeder Lender LLC Delaware3
  • iStar Residential LLC Delaware3
  • iStar SPP II LLC Delaware3
  • iStar SPP LLC Delaware3
  • iStar Tara LLC Delaware3
  • iStar Transition Services LLC Delaware3
  • iStar WALH Investor TRS LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 9, 20268-K Entered a material agreement19
  2. Oct 2, 20268-K Entered a material agreement; Regulation FD disclosure20
  3. Aug 7, 20268-K Results of operations21
  4. Aug 3, 20268-K Other events22
  5. May 22, 20268-K Shareholder vote23
  6. May 8, 20268-K Results of operations24
  7. Apr 1, 20268-K Completed an acquisition or sale25
  8. Feb 17, 20268-K Results of operations26
  9. Dec 1, 20258-K Executive or director change27
  10. Nov 7, 20258-K Results of operations28
  11. Aug 7, 20258-K Results of operations29
  12. Jun 10, 20258-K Executive or director change30

Calendar

Coming up

  1. Nov 6, 2026Reports results for the quarter ending Sep/202631

When it reported results

  1. Aug 7, 2026Reported quarterly or annual results21
  2. May 8, 2026Reported quarterly or annual results24
  3. Feb 17, 2026Reported quarterly or annual results26
  4. Nov 7, 2025Reported quarterly or annual results28
  5. Aug 7, 2025Reported quarterly or annual results29
  6. May 12, 2025Reported quarterly or annual results32
  7. Feb 18, 2025Reported quarterly or annual results33
  8. Nov 5, 2024Reported quarterly or annual results34

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

110 filings to the SEC since October 2021: 3 annual reports, 11 quarterly reports, 30 major events, 21 insider forms, 23 large holders, 22 other. The latest 20:

  1. Oct 9, 20268-K EDGAR
  2. Oct 2, 20268-K EDGAR
  3. Aug 7, 20268-K EDGAR
  4. Aug 7, 202610-Q EDGAR
  5. Aug 3, 20268-K EDGAR
  6. May 22, 20268-K EDGAR
  7. May 14, 2026SCHEDULE 13G/A EDGAR
  8. May 8, 20268-K EDGAR
  9. May 8, 202610-Q EDGAR
  10. Apr 30, 2026SCHEDULE 13G EDGAR
  11. Apr 8, 2026ARS/A EDGAR
  12. Apr 7, 2026ARS EDGAR
  13. Apr 7, 2026DEFA14A EDGAR
  14. Apr 7, 2026DEF 14A EDGAR
  15. Apr 1, 20268-K EDGAR
  16. Mar 5, 2026SCHEDULE 13G EDGAR
  17. Feb 17, 20268-K EDGAR
  18. Feb 17, 202610-K EDGAR
  19. Feb 11, 2026SCHEDULE 13G EDGAR
  20. Dec 3, 20253 EDGAR

The 110 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

14 open-market trades by officers, directors and large owners since October 2021: 5 buys and 9 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 12, 2024Cowen Overseas Investment LP10% ownerBuy1,100$11.75$12.9KForm 4
Mar 12, 2024Cowen Overseas Investment LP10% ownerSale17,700$11.85$209.7KForm 4
Mar 11, 2024Cowen Overseas Investment LP10% ownerBuy5,043$12.02$60.6KForm 4
Mar 11, 2024Cowen Overseas Investment LP10% ownerSale1,500$11.95$17.9KForm 4
Mar 8, 2024Cowen Overseas Investment LP10% ownerBuy15,903$12.22$194.3KForm 4
Mar 8, 2024Cowen Overseas Investment LP10% ownerSale7,013$12.21$85.6KForm 4
Mar 7, 2024RCG LV Pearl LLC10% ownerBuy1,746$11.85$20.7KForm 4
Mar 7, 2024RCG LV Pearl LLC10% ownerSale14,000$11.81$165.3KForm 4
Mar 6, 2024RCG LV Pearl LLC10% ownerBuy9,307$12.01$111.8KForm 4
Mar 6, 2024RCG LV Pearl LLC10% ownerSale1,012$11.95$12.1KForm 4
May 23, 2023Asnas BrettCHIEF FINANCIAL OFFICERSale8,380$16.23$136.0KForm 4
May 19, 2023Rosenblum GarettCHIEF ACCOUNTING OFFICERSale1,343$16.20$21.8KForm 4
May 17, 2023Rosenblum GarettCHIEF ACCOUNTING OFFICERSale4,580$15.98$73.2KForm 4
May 16, 2023Alvarado MarcosPRESIDENTSale16,783$16.46$276.2KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Stakes it holds

Star Holdings has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 79. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Toronto Dominion Bank1,167,625$10.7M0.0%−12,974
Highbridge Capital Management LLC1,129,139$10.2M0.6%−8,837
Foursixthree Capital LP883,897$8.1M2.2%No change
Saba Capital Management, L.P.757,228$6.9M0.2%−174,155
Tcw Group Inc683,487$6.2M0.0%+68,011
Vanguard Capital Management LLC536,747$4.9M0.0%+7,641
Peapod Lane Capital LLC412,468$3.8M2.5%+6,495
Rangeley Capital, LLC324,408$3.0M2.8%+50,336
BlackRock, Inc.260,227$2.4M0.0%+15,654
Geode Capital Management, LLC161,956$1.5M0.0%−12,569
Gem Investment Advisors, LLC137,884$1.3M0.8%+19,502
Goldman Sachs Group Inc136,611$1.2M0.0%+7,930
Renaissance Technologies LLC109,899$1.0M0.0%+16,119
Verition Fund Management LLC102,342$934.4K0.0%No change
Morgan Stanley79,413$725.0K0.0%−5,073
Vanguard Fiduciary Trust Co77,037$703.3K0.0%+515
Gabelli Funds LLC74,502$680.2K0.0%No change
Quantinno Capital Management LP73,599$672.0K0.0%−2,266
Royal Bank Of Canada60,293$551.0K0.0%−532
GABELLI & Co INVESTMENT ADVISERS, INC.59,050$539.1K0.1%No change
Jacobs Levy Equity Management, Inc57,459$524.6K0.0%−15,054
Marquette Asset Management, LLC57,253$522.7K0.1%New
State Street Corp55,065$502.7K0.0%No change
D. E. Shaw & Co., Inc.51,616$471.3K0.0%+533
Aristeia Capital, L.l.c.41,142$375.6K0.0%−22,388

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Star Holdings is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARStar Holdings1
  • CIK0001953366
  • Employer ID (EIN)37-67628184
  • Filer statusAccelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inMaryland4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6519 Lessors of Real Property, NEC1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business addressOne Penn Plaza, 51St Floor, New York, NY 101191
  • Phone212 930-94001
  • Shares outstanding12,081,333 as of Aug 5, 20269
  • Public float$100.0M as of Jun 30, 20254
  • AuditorDELOITTE & TOUCHE LLP, New York, New York PCAOB ID 34; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceDec 16, 20221
  • Filings113 in all: 8-K (30), 3 (12), 10-Q (11), 4 (11), SC 13G (8), SC 13G/A (6), CORRESP (5), SCHEDULE 13G/A (5)1
    All 20 form types

    SCHEDULE 13G (4), 10-12B/A (3), 10-K (3), ARS (3), DEF 14A (3), DEFA14A (2), UPLOAD (2), 10-12B (1), ARS/A (1), CERT (1), SC 13D (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Feb 17, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Apr 7, 2026
    Latest 8-K (8-K) Oct 9, 2026

Securities registered for trading

ClassSymbolExchange
Common Shares of Beneficial Interest, $0.001 par valueSTHONasdaq Global Market

From the cover page of the 10-K filed Feb 17, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Star Holdings names in Item 1A of its 10-K filed Feb 17, 2026: 50 risks under these headings, as written.4

  • Risks Related to Our Properties and Business
  • If global or local market and economic conditions deteriorate, our business, financial condition and results of operations could be materially and adversely affected.
  • Our performance is subject to risks inherent in owning real estate investments.
  • We will be materially dependent on sales of assets to generate cash flows.
  • Our 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 operations.
  • Future sales of parcels at Asbury Park Waterfront and Magnolia Green will be subject to receipt of approvals from local municipalities.
  • The residential market has experienced significant downturns that could recur and adversely affect us.
  • We 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.
  • Demand for homes and apartment rentals may be adversely affected by a variety of macroeconomic factors beyond our control.
  • We are subject to the risk of our Manager losing key personnel, and we may be unable to retain key asset-level consultants.
  • We may experience losses if the creditworthiness of our tenants deteriorates and they are unable to meet their lease obligations.
  • Lease and sublease expirations, defaults and terminations may adversely affect our revenue.
The other 39 risks
  • Our 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.
  • Our property taxes could increase due to a change in property tax rates or a reassessment, which could impact our cash flows.
  • Some of our assets are held in joint ventures with third parties. Joint venture investments could be adversely affected by the capital markets, lack of sole decision-making authority, changes in priorities or approvals by government agencies, reliance on joint venture partners’ financial condition and any disputes that may arise between us and our joint venture partners.
  • The lodging industry is highly sensitive to trends in business and personal travel.
  • We are subject to various operating risks common to the lodging industry.
  • The cyclical nature of the lodging industry may cause fluctuations in our operating performance.
  • We are subject to general risks associated with the employment of hotel personnel, including competition for labor.
  • We depend on the ability of the independent hotel operators to operate and manage our hotels.
  • Our hotel management agreements limit operating flexibility.
  • We 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.
  • Compliance or failure to comply with the Americans with Disabilities Act could result in substantial costs.
  • Our assets may be subject to impairment charges.
  • We may be subject to litigation, which could have a material adverse effect on our financial condition.
  • Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
  • The loss of our Investment Company Act exemption would materially adversely affect us.
  • If we are unable to satisfy the regulatory requirements of the Sarbanes-Oxley Act, or if our disclosure controls or internal control over financial reporting is not effective, investors could lose confidence in our reported financial information, which could adversely affect the perception of our business and the trading price of our common shares.
  • We 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 leveraged.
  • We are subject to risks associated with secured debt.
  • Financial covenants could materially adversely affect our ability to conduct our business.
  • We may change our business strategy and business policies without shareholder approval.
  • We 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
  • Termination of the Management Agreement would be costly.
  • The loss of our Manager or its key personnel could threaten our ability to operate successfully.
  • Our 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.
  • There 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.
  • The management fee payable to our Manager may not provide sufficient incentive to our Manager to maximize cashflows from assets.
  • Our 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.
  • Safe 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.
  • Potential 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.
  • The Spin-Off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws.
  • Our 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.
  • Pursuant to the Separation and Distribution Agreement, Safe (formerly iStar) indemnified us for certain pre-Spin-Off liabilities and liabilities related to Safe’s assets. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that Safe’s ability to satisfy its indemnification obligation will not be impaired in the future.
  • Risks Related to an Investment in Our Common Shares
  • An active trading market for our common shares may not be sustained.
  • We are taxed as a corporation and have not elected to qualify as a real estate investment trust.
  • Legislative, regulatory or administrative changes could adversely affect us, our stockholders or our borrowers.
  • Our organizational documents have certain provisions that could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common shares or that our shareholders otherwise believe to be in their best interest.
  • Certain provisions of our organizational documents limit shareholder recourse and access to judicial fora.
  • We do not expect to pay regular dividends.
  • If 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 companies.

Legal proceedings

The Company and/or one or more of its subsidiaries is party to various pending litigation matters that are considered ordinary routine litigation incidental to the Company’s businesses of owning, developing and asset managing real estate. The Company believes it is not a party to, nor are any of its properties the subject of, any pending legal proceeding that would have a material adverse effect on the Company’s combined and consolidated financial statements.

The opening of Item 3, Legal Proceedings.4

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