{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-039699","form_type":"8-K","ticker":null,"cik":"0001688852","company_name":"Safehold Inc.","filed_at":"2023-03-31T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.149010+00:00","generated_at":"2026-06-17T08:00:59.842405+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Safehold and iStar complete merger; iStar spins off legacy assets as Star Holdings","bullets":["Merger closed March 31, 2023; each SAFE share converted to one New SAFE share.","iStar spun off legacy assets as Star Holdings (STHO); 0.153 STHO shares per iStar share.","Combined company operates as Safehold Inc. (SAFE) on NYSE; STAR officers become officers.","New board includes directors Hom, Nydick, Selig, Alvarado (former SAFE) and Sugarman, Josephs (STAR).","Prior agreements: stockholder, management, exclusivity, registration rights, voting agreements terminated."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-039699","json":"https://secwatch.observer/filing/0001104659-23-039699.json","markdown":"https://secwatch.observer/filing/0001104659-23-039699.md","text":"https://secwatch.observer/filing/0001104659-23-039699.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/0001104659-23-039699-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/tm2311045d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T08:00:59.842405+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"18d9931b16","claim":"Jay Nydick was appointed as director at Safehold Inc..","evidence_excerpt":"In connection with the completion of the Merger, the 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5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/0001104659-23-039699-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"43d146cbba","claim":"Jay Nydick departed as director at Safehold Inc..","evidence_excerpt":"In connection with the Merger, the directors and executive officers of SAFE ceased serving in such capacities.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/0001104659-23-039699-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"4c389a6b01","claim":"Jay Sugarman was appointed as director at Safehold Inc..","evidence_excerpt":"In addition, Jay Sugarman, the former chairman and chief executive officer and a director of SAFE, and Robin Josephs, a former director of SAFE, were appointed by the STAR board of directors to serve as on the board of directors of New SAFE.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/0001104659-23-039699-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"4f88929a72","claim":"Jay Sugarman departed as chairman and chief executive officer and director at Safehold Inc..","evidence_excerpt":"In connection with the Merger, the directors and executive officers of SAFE ceased serving in such capacities.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/0001104659-23-039699-index.htm","confidence":0.95,"family_label":"Executive 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2023-03-31).","evidence_excerpt":"shares of Star Holdings (NASDAQ: STHO) to holders of record of iStar common stock as of the close of business on March 27, 2023 in a spin-off transaction. iStar distributed 0.153 common shares of Star Holdings for each share of iStar common stock. For more information regarding the merger, please refer to the definitive Joint Proxy Statement/Prospectus,","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/0001104659-23-039699-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"Star Holdings"},{"label":"Consideration","value":"distribution of 0.153 common shares of Star Holdings for each share of iStar common stock"},{"label":"Closing","value":"2023-03-31"}],"fact_type":"ma_transaction"},{"claim_id":"b50ac4fa7be2405ed900cb3a876e3d0821481f7f","claim":"Safehold Inc. underwent a change of control involving iStar Inc. for one share of New SAFE Common Stock per share of SAFE Common Stock (closed 2023-03-31).","evidence_excerpt":"On March 31, 2023, SAFE completed its previously announced merger (the “Merger”) with and into STAR, with STAR continuing as the surviving corporation and operating under the name “Safehold Inc.” (“New SAFE”), pursuant to the Agreement and Plan of Merger, dated as August 10, 2022 (the “Merger Agreement”), by and between SAFE and STAR.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/0001104659-23-039699-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"iStar Inc."},{"label":"Consideration","value":"one share of New SAFE Common Stock per share of SAFE Common Stock"},{"label":"Closing","value":"2023-03-31"}],"fact_type":"ma_transaction"},{"claim_id":"5b4e690f809ac2c79ba69518af3ef505847e57fe","claim":"Safehold Inc. terminated Amended and Restated Management Agreement with SFTY Manager LLC and iStar Inc. (effective 2023-03-31).","evidence_excerpt":"(ii) the Amended and Restated Management Agreement, dated as of January 2, 2019, by and among SAFE, SFTY Manager LLC, a Delaware limited liability company, and STAR, including any amendments thereto;","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/0001104659-23-039699-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Counterparty","value":"SFTY Manager LLC and iStar Inc."},{"label":"Effective","value":"2023-03-31"}],"fact_type":"material_agreement"},{"claim_id":"65daa4a7a25bdd1dfde14beeaf7f703b35c39e4b","claim":"Safehold Inc. terminated Amended and Restated Registration Rights Agreement with iStar Inc. (effective 2023-03-31).","evidence_excerpt":"(iv) the Amended and Restated Registration Rights Agreement, dated as of January 2, 2019, by and between STAR and SAFE; and","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1688852/000110465923039699/0001104659-23-039699-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Counterparty","value":"iStar Inc."},{"label":"Effective","value":"2023-03-31"}],"fact_type":"material_agreement"},{"claim_id":"6f397b892875503b2707591ee6abd779621b4d15","claim":"Safehold Inc. terminated Exclusivity and Expense Reimbursement Agreement with iStar Inc. 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