STHO 10-K & 10-Q changes, risk factors and insider trading
Star Holdings · Nasdaq · Lessors Of Real Property, Nec · CIK 1953366 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Legislative, regulatory or administrative changes could adversely affect us, our stockholders or our borrowers.”
Removed heading “A downturn in the residential market could adversely affect our ability to sell our assets.”
Largest changes
“The homebuilding industry has experienced periods of strength and weakness in recent years. The prior economic downturn in 2007-2010 severely affected demand for homes and pricing of homes for more than two years. In recent years, demand for homes has been affected by tightened monetary policy and increased mortgage rates. …”see in full comparison
“Legislative, regulatory or administrative changes could adversely affect us, our stockholders or our borrowers.”see in full comparison
“A downturn in the residential market could adversely affect our ability to sell our assets.”see in full comparison
“Legislative, regulatory or administrative changes could adversely affect us, our stockholders or our borrowers. Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect us, our stockholders or our borrowers. The One Big Beautiful Bill Act, which was signed into law on July 4, 2025, made significant changes to the U.S. federal income tax laws in various areas. …”see in full comparison
Two of our assets, Asbury Park Waterfront and Magnolia Green, accounted forsee in full comparison63%54% of the carrying value of the legacy portfolio on a consolidated basis at December 31,2024,2025, and our Safe Shares are also a material asset. We would be materially and adversely affected by adverse developments at either of these properties or in the market price of, or amount ofSafe’sdividendscommonreceivedstock.in respect of, the Safe Shares. The properties may experience adverse developments such as slowing business conditions, rising interest rates, material damage or delays in completion or increased competition. The value of our Safe Shares may be adversely affected by a slowdown in the growth of Safe’s portfolio, declines in Safe’s earnings growth, rising interest rates, declines in Safe’s dividend rate and other adverse developments. For the year ended December 31, 2025, dividends paid on our Safe Shares represented approximately 9% of our total revenues. We would be materially adversely affected by a reduction in Safe’s dividend rate. The occurrence of any of these or other adverse developments could weaken our financial condition. The significance of these properties and our Safe Shares to our portfolio means that any adverse change in any of these assets may have a material adverse effect on our business, financial condition and results of operations.
Lease and sublease expirations and terminations may result in reduced revenues if the rental payments received from replacement tenants are less than the rental payments received from the expiring or terminating tenants and subtenants. In addition, lease and sublease defaults or terminations by one or more significant tenants and subtenants or the failure of tenants and subtenants under expiring leases and subleases to elect to renew their leases and subleases could cause us to experience long periods of vacancy with no revenue from a facility and to incur substantial capital expenditures and/or concessions in order to obtain replacement tenants.see in full comparisonLeases and subleases representing approximately100% of our in-place operating lease incomeareis scheduled to expire during the next fiveyears.years (refer to Note 4 to the combined and consolidated financial statements).
Full comparison: every changed paragraph (12)
Our primary strategy is to generate cash flows and realize value through active asset management and asset sales. Asset sales are unpredictable and highly affected by economic conditions in the markets where the assets are located, the cost and availability of mortgage financing and competition from other properties available on the market. Our ability to sell Safe Shares will be affected by conditions in the capital markets, market prices of the shares and demand for the shares.shares, and the terms of the Margin Loan Facility. Our ability to sell assets may therefore be limited and could take longer than we anticipate. If we must sell an asset, we cannot provide assurances that we will be able to dispose of the asset in the time period we desire or that the sales price of the asset will recoup or exceed our cost for the asset. If we are unable to sell assets at anticipated times or prices, we may not have sufficient cash to pay the management fee to our managerManager or repay our debt, we may be unable to pay distributions to our shareholders and our business, financial condition and results of operations may be materially and adversely affected.
Two of our assets, Asbury Park Waterfront and Magnolia Green, accounted for 63%54% of the carrying value of the legacy portfolio on a consolidated basis at December 31, 2024,2025, and our Safe Shares are also a material asset. We would be materially and adversely affected by adverse developments at either of these properties or in the market price of, or amount of Safe’sdividends commonreceived stock.in respect of, the Safe Shares. The properties may experience adverse developments such as slowing business conditions, rising interest rates, material damage or delays in completion or increased competition. The value of our Safe Shares may be adversely affected by a slowdown in the growth of Safe’s portfolio, declines in Safe’s earnings growth, rising interest rates, declines in Safe’s dividend rate and other adverse developments. For the year ended December 31, 2025, dividends paid on our Safe Shares represented approximately 9% of our total revenues. We would be materially adversely affected by a reduction in Safe’s dividend rate. The occurrence of any of these or other adverse developments could weaken our financial condition. The significance of these properties and our Safe Shares to our portfolio means that any adverse change in any of these assets may have a material adverse effect on our business, financial condition and results of operations.
Certain of our properties, includingOur Magnolia Green and Asbury Park Waterfront,Waterfront properties are residential development properties and we may make future direct or indirect investments in residential mortgage loans and mortgage-backed securities. The housing market in the United States has previously been affected by weakness in the economy, high unemployment levels, rising interest rates, inflation and low consumer confidence. Interest rates have been risinghigher recently,in recent years, resulting in increases in the costs of obtaining and refinancing a mortgage. It is possible another housing downturn could occur again in the near future and adversely impact our residential properties and the residential properties underlying investments we may make in the future, and accordingly our financial performance. RisingHigher interest rates tend to negatively impact the residential mortgage market, which in turn may adversely affect the value of and demand for our land assets including our residential development projects, and the value of residential real estate-related investments we may make in the future.
A downturn in the residential market could adversely affect our ability to sell our assets.
The homebuilding industry has experienced periods of strength and weakness in recent years. The prior economic downturn in 2007-2010 severely affected demand for homes and pricing of homes for more than two years. In recent years, demand for homes has been affected by tightened monetary policy and increased mortgage rates. It is possible that an economic downturn resulting from concerns about a potential economic recession, rising interest rates, corporate layoffs, geopolitical instability, tariff policy, pandemic other factors would result in a decline in demand for new homes and apartment rentals which would negatively impact our business, results of operations and financial condition.
Lease and sublease expirations and terminations may result in reduced revenues if the rental payments received from replacement tenants are less than the rental payments received from the expiring or terminating tenants and subtenants. In addition, lease and sublease defaults or terminations by one or more significant tenants and subtenants or the failure of tenants and subtenants under expiring leases and subleases to elect to renew their leases and subleases could cause us to experience long periods of vacancy with no revenue from a facility and to incur substantial capital expenditures and/or concessions in order to obtain replacement tenants. Leases and subleases representing approximately 100% of our in-place operating lease income areis scheduled to expire during the next five years.years (refer to Note 4 to the combined and consolidated financial statements).
For the year ended December 31, 2024,2025, 19%20% of our total revenues were generated by our hotel assets. The performance of the lodging industry has historically been closely linked to the performance of the general economy and, specifically, growth in U.S. gross domestic product. The lodging industry is also sensitive to business and personal discretionary spending levels. The COVID-19 pandemic materially and adversely affected corporate budgets and consumer demand for travel and lodging and corporate travel demand remains below pre-pandemic levels. Significant increases in fuel prices and geopolitical instability may also adversely affect business and personal travel demand. A continuing significant reduction in occupancy and/or room rates would continue to adversely impact our revenues and have a negative effect on our profitability.
We have a significant amount of indebtedness,indebtedness some of whichthat matures in 2026.2028. Our governing documents do not limit the amount of indebtedness we may incur and we may become more highly leveraged.
The Margin Loan Facility matures on March 31, 2026 and the Safe Credit Facility maturesmature on March 31, 2027.2028. Our ability to refinance maturing indebtedness and to arrange additional financing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control.
The Margin Loan Facility is secured by our Safe Shares as of the date of this filing. Under the terms of the margin loan, if the market value of our Safe Shares drops below specified levels, we will have to post additional collateral with the lender. Furthermore, if the closing price of our Safe Shares falls below $10, we will have to repay the outstanding margin loan amount as well as all accrued and unpaid interest, and a make whole amount, if applicable. If we fail to satisfy any collateral calls, the lender may foreclose on our Safe Shares. The Safe Credit Facility is secured by the equity interests in our subsidiaries, subject to the restrictions in the Margin Loan Facility. If an event of default occurs under the Safe Credit Facility, Safe could declare all outstanding amounts to be moderately due payable and could seek to foreclose on the collateral securing the facility. The Margin Loan Facility matures on March 31, 2026 and the Safe Credit Facility maturesmature on March 31, 2027,2028, and each is subject to mandatory prepayment upon the occurrence of certain events, including a change of control or merger. Any foreclosure on the assets securing our secured debt or any acceleration or mandatory prepayment of amounts due under such debt could materially and adversely affect our assets, our liquidity and financial position and the market price of our securities.
Legislative, regulatory or administrative changes could adversely affect us, our stockholders or our borrowers.
Legislative, regulatory or administrative changes could adversely affect us, our stockholders or our borrowers. Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect us, our stockholders or our borrowers. The One Big Beautiful Bill Act, which was signed into law on July 4, 2025, made significant changes to the U.S. federal income tax laws in various areas. Among the notable changes, the One Big Beautiful Bill Act permanently extended certain tax provisions that were enacted in the Tax Cuts and Jobs Act of 2017, many of which were set to expire after December 31, 2025. State tax legislatures are in different stages of proposing or passing legislation to either conform or decouple from the One Big Beautiful Bill Act. The varying rules among the states may adversely affect us or our stockholders located in those jurisdictions. Further changes to the tax laws are possible. In particular, the federal income taxation of corporations and its shareholders may be modified, possibly with retroactive effect, by legislative, administrative or judicial action at any time.
Management's Discussion & Analysis (MD&A)
Largest changes
We did not record any impairments during the years ended December 31, 2025, 2024 and 2023.see in full comparisonDuring the year ended December 31, 2022, we recognized an impairment of $12.7 million on a land property and a $1.8 million impairment on an operating property.
“We expect our short-term and long-term liquidity requirements to include:”see in full comparison
Our sources of cash will be largely dependent on asset sales, which are difficult to predict in terms of timing and amount. While we may be able to anticipate and plan for certain liquidity needs, there may be unexpected increases in uses of cash that are beyond our control and which would affect our financial position, liquidity and results of operations, such as prepayments on the Margin Loan Facility resulting from declines in the market value of the Safe Shares. Even if there are no material changes to our anticipated liquidity requirements, our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or needed. Our primary sources of liquidity will generally consist of our cash on hand and proceeds from asset sales. We expect our short-term and long-term liquidity requirements to include:see in full comparison
“Prior to the Spin-Off, general and administrative expense represented an allocation of costs, including performance-based compensation, to us from iStar. General and administrative expenses, including stock-based compensation, represented a pro rata allocation of costs from iStar's real estate finance, operating properties, land and development and corporate business segments based on our average net assets for those property types as a percentage of iStar's average net assets for those segments (refer to Note 2 to the combined and consolidated financial statements). …”see in full comparison
Costs and expenses—see in full comparisonPriorInteresttoexpense represents theSpin-Off,interest cost on the Safe Credit Facility and the Margin Loan Facility and, beginning in 2025, interest expenserepresented an allocation to us from iStar. Interest expense was allocated to us by calculating our average net assets by property type as a percentage ofon theaverageSeniornetConstructionassetsMortgageof iStar's segments and multiplying that percentage by the interest expense allocated to each of iStar's segmentsLoan (refer to Note29 to the combined and consolidated financial statements).Subsequent toFor theSpin-Off,years ended December 31, 2025 and 2024, we incurred $8.9 million and $8.8 million, respectively, of interest expenserepresents the interest cost onfrom ourMarginSafeLoanCreditFacility.Facility, net of amounts capitalized. For the years ended December 31,20242025 and2023,2024, we incurred$6.9$6.8 million and$6.2$6.9 million, respectively, of interest expense from our Margin Loan Facility, net of amounts capitalized. Weelectedmay elect to pay interest in kind ("PIK") on the Margin Loan Facility in respect of certain quarterly interest paymentspayableandforsucheachPIKquarter of 2024. These amounts wereis added to the principal balanceofon theloan.Margin Loan Facility. During the year ended December 31, 2025, we also recognized $2.7 million of interest expense on the Senior Construction Mortgage Loan. The applicable margin on the Margin Loan Facility increases by 25 basis points for the entirety of the interest period immediately succeeding any interest period with respect to which we make a PIK election.For the year ended December 31, 2023, we were allocated $8.0 million of interest expense and interest expense also included amounts payable to iStar prior to the Spin-Off.
“General and administrative expense includes management fees to our Manager and other costs of operating as a public company. During the year ended December 31, 2025, we incurred $14.6 million of general and administrative expense, resulting primarily from $11.3 million of management fees to Safe and director fees. During the year ended December 31, 2024, we incurred $21.1 million of general and administrative expense, primarily resulting from $18.0 million of management fees to Safe and director fees. …”see in full comparison
Full comparison: every changed paragraph (26)
During 2024,2025, we continued to develop our properties at Asbury Park and Magnolia Green while also monetizing certain development sites at Asbury Park and residential lots at Magnolia Green. We also continued to sell residential condominium units at Asbury Ocean Cub and all units had been sold as of December 31, 2024. We also continued to monetize our land and development assets.assets and had loan repayments. As of December 31, 2024,2025, we also owned assets that we expect to monetize primarily through asset sales, loan repayments or active asset management. These assets included in our portfolio as of December 31, 20242025 had an aggregate carrying value of approximately $120.3$149.8 million and were comprised primarily of land, loans and other assets. We used the proceeds from asset sales in 20242025 primarily to fund our operations.
Other income increased to $51.7 million in 2025 from $44.1 million in 2024 from $41.7 million in 2023.2024. Other income consists primarily of dividend income from our investment in Safe, income from our loan portfolio, hotel properties and other operating properties, including Asbury Lanes and the Magnolia Green Golf Club.Club, and other ancillary income. The increase in other income in 2025 was due primarily to an additional $2.4$8.0 million related to a legal settlement with respect to one of dividendiStar’s income(refer fromto SafeNote for the year ended December 31, 2024 as compared1 to the samecombined periodand inconsolidated 2023.financial statements) legacy assets. This amount was recorded upon settlement due to uncertainty regarding collectability of the funds and represents the gross amount of the settlement.
Land development revenue and cost of sales—In 2025, we had bulk sales and sold residential lots and recognized land development revenue of $46.4 million which had associated cost of sales of $28.8 million. In 2024, we had bulk sales and sold residential lots and recognized land development revenue of $60.0 million which had associated cost of sales of $48.7 million. In 2023, we sold residential lots and units and recognized land development revenue of $72.4 million which had associated cost of sales of $62.7 million. The decrease in land development revenue in 20242025 was due primarily to a decrease in revenues from bulk sales and condominium sales at our Asbury properties and a decrease in lot sales at our Magnolia Green property, our Coney Island property and one other property in 2024, which was partially offset by aan increase in revenues from bulk salesales at our ConeyAsbury Island property and the sale of a land parcel to a third party (refer to Note 5 to the combined and consolidated financial statements).properties. As we execute future sales and have fewer remaining residential and development assets, we expect our land development revenue will decline. The timing and amount of such sales cannot be predicted with certainty.
Costs and expenses—PriorInterest toexpense represents the Spin-Off,interest cost on the Safe Credit Facility and the Margin Loan Facility and, beginning in 2025, interest expense represented an allocation to us from iStar. Interest expense was allocated to us by calculating our average net assets by property type as a percentage ofon the averageSenior netConstruction assetsMortgage of iStar's segments and multiplying that percentage by the interest expense allocated to each of iStar's segmentsLoan (refer to Note 29 to the combined and consolidated financial statements). Subsequent toFor the Spin-Off,years ended December 31, 2025 and 2024, we incurred $8.9 million and $8.8 million, respectively, of interest expense represents the interest cost onfrom our MarginSafe LoanCredit Facility.Facility, net of amounts capitalized. For the years ended December 31, 20242025 and 2023,2024, we incurred $6.9$6.8 million and $6.2$6.9 million, respectively, of interest expense from our Margin Loan Facility, net of amounts capitalized. We electedmay elect to pay interest in kind ("PIK") on the Margin Loan Facility in respect of certain quarterly interest payments payableand forsuch eachPIK quarter of 2024. These amounts wereis added to the principal balance ofon the loan.Margin Loan Facility. During the year ended December 31, 2025, we also recognized $2.7 million of interest expense on the Senior Construction Mortgage Loan. The applicable margin on the Margin Loan Facility increases by 25 basis points for the entirety of the interest period immediately succeeding any interest period with respect to which we make a PIK election. For the year ended December 31, 2023, we were allocated $8.0 million of interest expense and interest expense also included amounts payable to iStar prior to the Spin-Off.
Interest expense -related party represents the interest cost on our Safe Credit Facility, net of amounts capitalized.
Real estate expense increased to $49.7 million in 2025 from $48.3 million in 2024 from $47.8 million in 2023.2024. Real estate expense primarily represents expenses at our hotel and retail operating properties and land properties. The increase in 20242025 was due primarily to an$2.7 million of expense related to a legal settlement with respect to one of iStar’s (refer to Note 1) legacy assets. This amount was recorded upon settlement due to uncertainty regarding payment, which was contingent on the settlement. The increase in legal expenses at certain properties in our monetizing portfolio, which2025 was partially offset by a decrease in expenses at our Asbury Park and Coney Island properties.
Depreciation and amortization was $5.2 million in 2025 and $4.3 million in 2024 and $4.6 million in 2023 and relates primarily to our operating properties portfolio. The increase in 2025 was due primarily to a real estate asset beginning operations.
General and administrative expense includes management fees to our Manager and other costs of operating as a public company. During the year ended December 31, 2025, we incurred $14.6 million of general and administrative expense, resulting primarily from $11.3 million of management fees to Safe and director fees. During the year ended December 31, 2024, we incurred $21.1 million of general and administrative expense, primarily resulting from $18.0 million of management fees to Safe and director fees. We paid the Manager management fees of $25.0 million for the annual term ended March 31, 2024 and $15.0 million for the annual term ended March 31, 2025. The annual fee declines to $10.0 million and $7.5 million, respectively, in each of the following annual terms, and adjusts to 2.0% of the gross book value of our assets, excluding the Safe Shares, thereafter.
Prior to the Spin-Off, general and administrative expense represented an allocation of costs, including performance-based compensation, to us from iStar. General and administrative expenses, including stock-based compensation, represented a pro rata allocation of costs from iStar's real estate finance, operating properties, land and development and corporate business segments based on our average net assets for those property types as a percentage of iStar's average net assets for those segments (refer to Note 2 to the combined and consolidated financial statements). Subsequent to the Spin-Off, general and administrative expense includes management fees to our Manager and other costs of operating as a public company. During the year ended December 31, 2024, we incurred $21.1 million of general and administrative expense, primarily resulting from $18.0 million of management fees to Safe and director fees. During the year ended December 31, 2023, we incurred $36.2 million of general and administrative expense, primarily resulting from management fees to Safe, audit and legal fees and a $14.1 million allocation from iStar. The annual management fee payable to our Manager under the Management Agreement declined from $25.0 million to $15.0 million for the second annual term of the Management Agreement which began on March 31, 2024.
The provisionrecovery forof loan losses was $0.6$0.5 million in 20242025 as compared to a provision for loan losses of $1.7$0.6 million in 2023.2024. The recovery of loan losses for the year ended December 31, 2025 resulted primarily from the full repayment of one of our loans during the period. The provision for loan losses for the year ended December 31, 2024 resulted primarily from the addition to a loan during the year and a new loan origination (refer to Note 5 to the combined and consolidated financial statements). The provision for loan losses for the year ended December 31, 2023 resulted primarily from the sale of a non-performing loan, which was partially offset by a reversal of loss allowances on loans that repaid in full during 2023.
Other expense decreased to $9 thousand in 2025 from $0.1 million in 2024.
Other expense decreased to $0.1 million in 2024 from $0.8 million in 2023. The decrease in 2024 was due primarily to professional fees incurred in 2023 in connection with the Spin-Off.
Unrealized gains (losses) on equity investments—Unrealized gain (loss) on equity investments represents the unrealized gain or loss on our Safe Shares. Subsequent to the Spin-Off, weWe account for our Safe Shares as an equity investment under ASC 321, which requires that we adjust our investment in the Safe Shares to fair value through income at each reporting period. The unrealized loss for the year ended December 31, 2025 represents the difference between the fair value of our investment in the Safe Shares as of December 31, 2025 and December 31, 2024. The unrealized loss for the year ended December 31, 2024 represents the difference between the fair value of our investment in the Safe Shares as of December 31, 2024 and December 31, 2023. The unrealized loss for the year ended December 31, 2023 represents the difference between the fair value of our investment in the Safe Shares as of December 31, 2023 and iStar’s historical carrying amount of the Safe Shares at the time of the Spin-Off.
Loss on early extinguishment of debt, net—During the year ended December 31, 2023,2025, we incurred lossesloss on early extinguishment of debt resulted from the partial repaymentsrepayment of ourthe Margin Loan Facility (refer to Note 9 to the consolidated financial statements).Facility.
Earnings from equity method investments—Earnings from equity method investments was $30.8 million in 2023. In 2023, we recognized $1.1 million of income from our historical equity method investment in Safe and $29.7 million of net aggregate income from our remaining equity method investments due to asset sales at the ventures.
Our sources of cash will be largely dependent on asset sales, which are difficult to predict in terms of timing and amount. While we may be able to anticipate and plan for certain liquidity needs, there may be unexpected increases in uses of cash that are beyond our control and which would affect our financial position, liquidity and results of operations, such as prepayments on the Margin Loan Facility resulting from declines in the market value of the Safe Shares. Even if there are no material changes to our anticipated liquidity requirements, our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or needed. Our primary sources of liquidity will generally consist of our cash on hand and proceeds from asset sales. We expect our short-term and long-term liquidity requirements to include:
The Margin Loan Facility matures in March 2026 and the Safe Credit Facility matures in March 2027. As of December 31, 2024, the outstanding balance on the Margin Loan Facility was $89.2 million and the outstanding balance on the Safe Credit Facility was $115.0 million.
We expect our short-term and long-term liquidity requirements to include:
We expect to meet our short-term liquidity requirements through any cash flows from operations, proceeds from asset sales, borrowings on theavailable incrementaldebt facility under the Safe Credit Facilityfacilities and our unrestricted cash. We expect to meet our long-term liquidity requirements through any cash flows from operations and proceeds from asset sales and possibly through refinancing maturing debt.
Our future cash sources will be largely dependent on proceeds from asset sales. The amount and timing of asset sales, including the sale of Safe Shares, could be adversely affected by a number of factors, some of which are outside of our control, including the macroeconomic factors discussed below. We cannot predict with certainty the specific transactions we will undertake to generate sufficient liquidity to meet our obligations as they come due. We will adjust our plans as appropriate in response to changes in our expectations and changes in market conditions. The uncertainty related to macroeconomic factors such as inflation, changes in interest rate increases,rates, market volatility, disruptions in the banking sector, tariff policy, geopolitical uncertainty and the availability of financing, and the effects of these factors on the economy generally and on the commercial real estate markets in which we operate, make it impossible for us to predict or to quantify the impact of these or other trends on our financial results or liquidity.
The increasedecrease in cash flows used in operating activities during 20242025 was due primarily to a decrease in distributionsgeneral fromand administrative expense and an increase in interest and other investments.income during the year ended December 31, 2025 as compared to the same period in 2024. The decrease in cash flows provided byfrom investing activities during 20242025 was due primarily to aan decreaseincrease in proceedscapital from the repayment and sale of loans receivable, a decrease in distributions from other investmentsexpenditures and a decrease in proceeds from the sale of landreal estate, which was partially offset by an increase in proceeds from loans receivable and developmentother assets.lending investments. Cash flows provided by financing activities during 20242025 primarily represents net borrowings fromon aour constructiondebt loan and cash flows used in financing activities during 2023 was due primarily to distributions to iStar in 2023 prior to the Spin-Off,obligations, which was partially offset by netthe borrowingsrepurchase fromof debtcommon obligations in 2023.stock.
Debt Covenants—The Margin Loan Facility requires that we comply with various covenants, including, without limitation, covenants restricting, subject to certain exceptions, indebtedness, liens, investments and the payment of dividends. Additionally, the Margin Loan Facility includes customary representations and warranties, events of default and other creditor protections for this type of facility. Upon the occurrence of certain events which are customary for this type of facility, we may be required to prepay all amounts due under the Margin Loan Facility or post additional collateral in accordance with the Margin Loan Facility and related agreements. InAs Octoberpart 2023,of we entered into anthe amendment to the Margin Loan Facility primarilythat we entered into on March 28, 2025, the loan-to-value ratios that would require us to reducepost additional collateral with the floorlender priceor atpermit whichus theto marketrequest pricea release of thecollateral Safewere Shareseased wouldfrom triggerthen aexisting mandatory prepayment of outstanding borrowings under the facility.levels.
The Safe Credit Facility requires that we comply with various covenants, including, without limitation, covenants restricting, subject to certain exceptions, indebtedness, liens, investments, mergers, asset sales and the payment of certain dividends. Additionally, the Safe Credit Facility includes customary representations and warranties as well as customary events of default, the occurrence of which, following any applicable grace period, would permit Safe to, among other things, declare the principal, accrued interest and other obligations of ours under the Safe Credit Facility to be immediately due and payable and foreclose on the collateral securing the Safe Credit Facility. In October 2023, we entered into an amendment to the Safe Credit Facility primarily to enable us to access the $25.0 million incremental facility to replenish funds that we use to make voluntary prepayments under the Margin Loan Facility.
During 2024,2025, management reviewed and evaluated these critical accounting estimates and believes they are appropriate. Our significant accounting policies are described in Item 8—"Financial Statements and Supplemental Data— Note 3." The following is a summary of accounting policies that require more significant management estimates and judgments:
The provision for (recovery of) loan losses for the years ended December 31, 2024,2025, 2024 and 2023 and 2022 were $0.6($0.5) million, $1.7$0.6 million and $45.0$1.7 million, respectively.
We did not record any impairments during the years ended December 31, 2025, 2024 and 2023. During the year ended December 31, 2022, we recognized an impairment of $12.7 million on a land property and a $1.8 million impairment on an operating property.
What changed in the latest 10-Q
Risk Factors
There were no material changes from the risk factors previously disclosed in our 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations for the Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”
Largest changes
“Results of Operations for the Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”see in full comparison
“Land development revenue and cost of sales—During the six months ended June 30, 2026, we recognized land development revenue of $1.5 million as variable consideration received in connection with a prior sale from our land and development portfolio. The variable consideration is based on the current owner’s sale activity from the land parcel and is recognized in revenue as earned upon actual sales occurring due to uncertainty around the extent and timing of such sales. …”see in full comparison
“Costs and expenses—For the six months ended June 30, 2026, we incurred $4.6 million of interest expense on the Safe Credit Facility, $3.5 million of interest expense on our Margin Loan Facility, net of amounts capitalized and $2.1 million on the Loan (refer to Note 9 to the consolidated financial statements). We may elect to pay interest in kind ("PIK") on the Margin Loan Facility in respect of certain quarterly interest payments and such PIK has been added to the principal balance on the Margin Loan Facility. …”see in full comparison
“Other income increased to $22.0 million during the six months ended June 30, 2026 from $19.0 million for the same period in 2025. Other income consists primarily of dividend income from our investment in Safe and income from our hotel properties and other operating properties, including Asbury Lanes and the Magnolia Green Golf Club, and other ancillary income. The increase in other income in 2026 was due primarily to $3.5 million related to a legal settlement with respect to one of iStar’s (refer to Note 1 to the consolidated financial statements) legacy assets. …”see in full comparison
“During the six months ended June 30, 2026, we incurred $5.9 million of general and administrative expense, primarily resulting from management fees to Safe and director costs. The annual management fee payable to our Manager under the Management Agreement declined from $15.0 million to $10.0 million for the third annual term of the Management Agreement which ended on March 31, 2026, and further declined to $7.5 million for the annual term ending March 31, 2027. …”see in full comparison
“Unrealized gain (loss) on equity investment represents the unrealized gain or loss on our Safe Shares. We account for our Safe Shares as an equity investment under ASC 321, which requires that we adjust our investment in the Safe Shares to fair value through income at each reporting period. The unrealized gain for the six months ended June 30, 2026 represents the difference between the fair value of our investment in the Safe Shares as of June 30, 2026 and December 31, 2025. …”see in full comparison
Full comparison: every changed paragraph (40)
We are the managing member in Asbury Partners, LLC, which is the joint venture that owns the Asbury Park Waterfront investment. The aggregate carrying value of the Asbury Park Waterfront investment was approximately $122.8$120.9 million as of MarchJune 31,30, 2026.
Magnolia Green is an approximately 1,900 acre multi-generational master planned residential community that is entitled for 3,550 single and multifamily dwelling units and approximately 193 acres of land for commercial development. The community is located 19 miles southwest of Richmond, Virginia and offers distinct phases designed for people in different life stages, from first home buyers to empty nesters in single family and townhomes built by the area’s top homebuilders. The project is anchored by the Magnolia Green Golf Club, a semi-private 18-hole Nicklaus Design championship golf course with full-service clubhouse and driving range. There are also numerous community amenities, including the Aquatic Center, featuring multiple pools and a snack bar, Arbor Walk, featuring a junior Olympic competition pool, water slide and sports courts, the Tennis Center, featuring tennis and pickleball courts and a pro shop, and miles of paved trails. The aggregate carrying value of our Magnolia Green assets as of MarchJune 31,30, 2026 was $30.8$33.0 million.
As of MarchJune 31,30, 2026, 2,240 residential lots have been sold to homebuilders. We anticipate selling our remaining residential lots to homebuilders either upon completion of horizontal lot development or in bulk as unimproved lots. We currently expect such sales to occur over the next two years; however, it could take substantially longer. We anticipate selling the golf course operations to a third party upon completion of residential lot sellout. There can be no assurance, however, that these sales will be completed.
As of MarchJune 31,30, 2026, we owned assets that we expect to monetize primarily through asset sales, loan repayments or active asset management. These assets had an aggregate carrying value of approximately $71.5$77.0 million and were comprised primarily of loans and other lending investments, operating properties, land and other assets. Summarized information regarding these assets is set forth below.
Loans and other lending investments. The loans and other lending investments included in our monetizing portfolio as of MarchJune 31,30, 2026 includes one loan with a carrying value of $16.1$16.4 million and ten11 available-for-sale debt securities with an aggregate carrying value of $38.2$46.1 million.
Land. The land asset included in our portfolio as of MarchJune 31,30, 2026 has a carrying value of approximately $14.4 million. Our general strategy is to seek to sell the land to third party developers.
Other. The remainder of the monetizing assets primarily consist of twoone propertiesproperty that was leased to us under a short term lease which had an aggregatea carrying value of $2.7$0.1 million as of MarchJune 31,30, 2026 and a group of loans and equity interests that are recorded as having no carrying value in our financial statements. Both properties are leased to us under short term leases and one is subleased by us to a third party. Our general strategy is to monetize the leased assets,asset, although we may hold themit until lease expiration. For the assets with no carrying value, we may seek to sell these assets but can give no assurance that we will recover any value from them Investment in Safe. In addition to the assets described above, we also own the Safe Shares which had a fair value of $183.0$212.3 million based on the closing price of $13.53$15.70 as of MarchJune 31,30, 2026. Our Margin Loan Facility is collateralized by the Safe Shares as of the date of this filing. The net proceeds from the sale of any Safe Shares must be applied in accordance with the terms of the Margin Loan Facility.
Results of Operations for the Three Months Ended MarchJune 31,30, 2026 compared to the Three Months Ended MarchJune 31.30, 2025
Revenue—Operating lease income, which primarily includes income from commercial operating properties, was $2.0$2.4 million and $1.9 million, respectively, during the three months ended MarchJune 31,30, 2026 and 2025. The increase in 2026 was due primarily to an increase in percentage rent at one property beginningand operationsan increase in Septemberrevenues 2025,at an entertainment venue, which was partially offset by a lease expiration in December 2025.
Interest income decreased to $0.5$1.0 million for the three months ended MarchJune 31,30, 2026 from $1.1 million for the same period in 2025. The decrease in interest income was due primarily to a decrease in the average balance of our performing loans and other lending investments due to loan repayments.
Other income increased to $7.4$14.7 million during the three months ended MarchJune 31,30, 2026 from $6.5$12.5 million for the same period in 2025. Other income consists primarily of dividend income from our investment in Safe and income from our hotel properties and other operating properties, including Asbury Lanes and the Magnolia Green Golf Club, and other ancillary income. The increase in other income in 2026 was due primarily to $1.0$2.5 million related to a legal settlement with respect to one of iStar’s (refer to Note 1 to the consolidated financial statements) legacy assets. This amount was recorded upon settlement due to uncertainty regarding collectability of the funds and represents the gross amount of the settlement.
Land development revenue and cost of sales—During the three months ended MarchJune 31,30, 2026, we sold residential lots and units and recognized land development revenue of $11.0$1.2 million whichas hadvariable associatedconsideration costreceived in connection with a prior sale from our land and development portfolio. The variable consideration is based on the current owner’s sale activity from the land parcel and is recognized in revenue as earned upon actual sales occurring due to uncertainty around the extent and timing of salessuch of $9.3 million.sales. During the three months ended MarchJune 31,30, 2025, we sold residential lots and recognized land development revenue of $5.2$26.6 million which had associated cost of sales of $6.8$18.5 million. The increasedecrease in 2026 was primarily due to a bulk sale at our Asbury Parkproperties and lot sales at our Magnolia Green property in 2026 (refer to Note 5 to the consolidated financial statements).2025. As we execute future sales and have fewer remaining residential and development assets, we expect our land development revenue will decline. The timing and amount of such sales cannot be predicted with certainty.
Costs and expenses—For the three months ended MarchJune 31,30, 2026, we incurred $2.3 million of interest expense on the Safe Credit Facility,Facility $1.7and $1.8 million of interest expense on our Margin Loan Facility, net of amounts capitalized and $2.1 million on the Loan (refer to Note 9 to the consolidated financial statements).capitalized. We may elect to pay interest in kind ("PIK") on the Margin Loan Facility in respect of certain quarterly interest payments and such PIK has been added to the principal balance on the Margin Loan Facility. The applicable margin on the Margin Loan Facility increases by 25 basis points for the entirety of the interest period immediately succeeding any interest period with respect to which we make a PIK election. For the three months ended MarchJune 31,30, 2025, we incurred $2.2 million of interest expense on the Safe Credit Facility and $1.6$1.7 million of interest expense on our Margin Loan Facility, net of amounts capitalized.
Real estate expense was $11.5$14.1 million during the three months ended MarchJune 31,30, 2026 and $9.7$12.3 million for the same period in 2025. Real estate expense typically includes expenses at our hotel and retail operating properties and land properties. The increase in 2026 was due primarily to one property beginning operations in September 2025 and $0.5$1.2 million of expense related to a legal settlement with respect to one of iStar’s (refer to Note 1) legacy assets.assets and an increase in expense at an entertainment venue. This amount was recorded upon settlement due to uncertainty regarding payment, which was contingent on the settlement.
Depreciation and amortization was $2.2$0.9 million during the three months ended MarchJune 31,30, 2026 and $1.0 million for the same period in 2025. The increasedecrease in 2026 was due primarily to onecertain assets at a property beginningbeing operationsfully in September 2025.depreciated.
During the three months ended MarchJune 31,30, 2026, we incurred $3.3$2.6 million of general and administrative expense, primarily resulting from management fees to Safe and director costs. The annual management fee payable to our Manager under the Management Agreement declined from $15.0 million to $10.0 million for the third annual term of the Management Agreement which ended on March 31, 2026, and further declined to $7.5 million for the annual term ending March 31, 2027. During the three months ended MarchJune 31,30, 2025, we incurred $4.7$3.3 million of general and administrative expense, primarily resulting from management fees to Safe and director fees. The decrease in 2026 was due primarily to a decrease in management fees.
The provision for loan losses was $6 thousand for the three months ended June 30, 2026 as compared to a provision for loan losses of $25 thousand for the same period in 2025.
The provision for loan losses was $0.4 million for the three months ended March 31, 2026 as compared to a recovery of loan losses of $0.1 million for the same period in 2025. The provision for loan losses for the three months ended March 31, 2026 resulted primarily from a $0.5 million charge-off on a loan that was repaid. The recovery of loan losses for the three months ended March 31, 2025 resulted primarily from a partial repayment on a loan during the period and an improving economic forecast.
Other expense was $0.4 million during the three months ended March 31, 2026 and $3 thousand for the same period in 2025. Other expense for the three months ended March 31, 2026 resulted primarily from a loss on deconsolidation of a venture (refer to Note 5 to the consolidated financial statements).
Unrealized gain (loss) on equity investment represents the unrealized gain or loss on our Safe Shares. We account for our Safe Shares as an equity investment under ASC 321, which requires that we adjust our investment in the Safe Shares to fair value through income at each reporting period. The unrealized lossgain for the three months ended MarchJune 31,30, 2026 represents the difference between the fair value of our investment in the Safe Shares as of MarchJune 31,30, 2026 and DecemberMarch 31, 2025.2026. The unrealized gainloss for the three months ended MarchJune 31,30, 2025 represents the difference between the fair value of our investment in the Safe Shares as of MarchJune 31,30, 2025 and DecemberMarch 31, 2024.2025.
Income from sales of real estate for the three months ended June 30, 2026 resulted from the recognition of a sale of an asset from our monetizing portfolio. This sale was recognized in connection with the expiration of a lease as we surrendered the property back to a local municipality. Income recognized was primarily comprised of previously deferred income that was included in “Accounts payable, accrued expenses and other liabilities” in our consolidated balance sheets.
Results of Operations for the Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
Revenue—Operating lease income, which primarily includes income from commercial operating properties, was $4.5 million and $3.7 million, respectively, during the six months ended June 30, 2026 and 2025. The increase in 2026 was due primarily to one property beginning operations in September 2025 and an increase in revenues at an entertainment venue, which was partially offset by a lease expiration in December 2025.
Interest income decreased to $1.5 million for the six months ended June 30, 2026 from $2.2 million for the same period in 2025. The decrease in interest income was due primarily to a decrease in the average balance of our performing loans and other lending investments due to loan repayments.
Other income increased to $22.0 million during the six months ended June 30, 2026 from $19.0 million for the same period in 2025. Other income consists primarily of dividend income from our investment in Safe and income from our hotel properties and other operating properties, including Asbury Lanes and the Magnolia Green Golf Club, and other ancillary income. The increase in other income in 2026 was due primarily to $3.5 million related to a legal settlement with respect to one of iStar’s (refer to Note 1 to the consolidated financial statements) legacy assets. This amount was recorded upon settlement due to uncertainty regarding collectability of the funds and represents the gross amount of the settlement.
Land development revenue and cost of sales—During the six months ended June 30, 2026, we recognized land development revenue of $1.5 million as variable consideration received in connection with a prior sale from our land and development portfolio. The variable consideration is based on the current owner’s sale activity from the land parcel and is recognized in revenue as earned upon actual sales occurring due to uncertainty around the extent and timing of such sales. During the six months ended June 30, 2026, we sold residential lots and units and recognized land development revenue of $10.7 million which had associated cost of sales of $9.3 million. During the six months ended June 30, 2025, we sold residential lots and recognized land development revenue of $31.8 million which had associated cost of sales of $25.3 million. The decrease in 2026 was primarily due to a decrease in lot sales at our Magnolia Green property. As we execute future sales and have fewer remaining residential and development assets, we expect our land development revenue will decline. The timing and amount of such sales cannot be predicted with certainty.
Costs and expenses—For the six months ended June 30, 2026, we incurred $4.6 million of interest expense on the Safe Credit Facility, $3.5 million of interest expense on our Margin Loan Facility, net of amounts capitalized and $2.1 million on the Loan (refer to Note 9 to the consolidated financial statements). We may elect to pay interest in kind ("PIK") on the Margin Loan Facility in respect of certain quarterly interest payments and such PIK has been added to the principal balance on the Margin Loan Facility. The applicable margin on the Margin Loan Facility increases by 25 basis points for the entirety of the interest period immediately succeeding any interest period with respect to which we make a PIK election. For the six months ended June 30, 2025, we incurred $4.4 million of interest expense on the Safe Credit Facility and $3.3 million of interest expense on our Margin Loan Facility, net of amounts capitalized.
Real estate expense was $25.6 million during the six months ended June 30, 2026 and $22.0 million for the same period in 2025. Real estate expense typically includes expenses at our hotel and retail operating properties and land properties. The increase in 2026 was due primarily to one property beginning operations in September 2025, an increase in expense at an entertainment venue in 2026 and $1.7 million of expense related to a legal settlement with respect to one of iStar’s (refer to Note 1) legacy assets. This amount was recorded upon settlement due to uncertainty regarding payment, which was contingent on the settlement.
Depreciation and amortization was $3.1 million during the six months ended June 30, 2026 and $1.9 million for the same period in 2025. The increase in 2026 was due primarily to one property beginning operations in September 2025.
During the six months ended June 30, 2026, we incurred $5.9 million of general and administrative expense, primarily resulting from management fees to Safe and director costs. The annual management fee payable to our Manager under the Management Agreement declined from $15.0 million to $10.0 million for the third annual term of the Management Agreement which ended on March 31, 2026, and further declined to $7.5 million for the annual term ending March 31, 2027. During the six months ended June 30, 2025, we incurred $8.0 million of general and administrative expense, primarily resulting from management fees to Safe and director fees. The decrease in 2026 was due primarily to a decrease in management fees.
The provision for loan losses was $0.4 million for the six months ended June 30, 2026 as compared to a recovery of loan losses of $0.1 million for the same period in 2025. The provision for loan losses for the six months ended June 30, 2026 resulted primarily from a $0.5 million charge-off on a loan that was repaid. The recovery of loan losses for the six months ended June 30, 2025 resulted primarily from a net decrease in the balance of our loan portfolio during the period and an improving economic forecast.
Other expense was $0.4 million during the six months ended June 30, 2026 and $7 thousand for the same period in 2025. Other expense for the six months ended June 30, 2026 resulted primarily from a loss on deconsolidation of a venture (refer to Note 5 to the consolidated financial statements).
Unrealized gain (loss) on equity investment represents the unrealized gain or loss on our Safe Shares. We account for our Safe Shares as an equity investment under ASC 321, which requires that we adjust our investment in the Safe Shares to fair value through income at each reporting period. The unrealized gain for the six months ended June 30, 2026 represents the difference between the fair value of our investment in the Safe Shares as of June 30, 2026 and December 31, 2025. The unrealized loss for the six months ended June 30, 2025 represents the difference between the fair value of our investment in the Safe Shares as of June 30, 2025 and December 31, 2024.
Income from sales of real estate for the six months ended June 30, 2026 resulted from the recognition of a sale of an asset from our monetizing portfolio. This sale was recognized in connection with the expiration of a lease as we surrendered the property back to a local municipality. Income recognized was primarily comprised of previously deferred income that was included in “Accounts payable, accrued expenses and other liabilities” in our consolidated balance sheets.
Loss on early extinguishment of debt during the threesix months ended MarchJune 31,30, 2025 resulted from the partial repayment of the Margin Loan Facility.
Liquidity is a measure of our ability to meet potential cash requirements, including to pay interest and repay borrowings, develop our assets and maintain our operations, make distributions to our shareholders and meet other general business needs. We were formed in 2023 and we have not paid any dividends. We do not expect to pay regular dividends. We intend to make distributions of available cash from time to time, primarily dependent upon our ability to sell assets and the prices at which we sell our assets.
We intend to make distributions of available cash from time to time, primarily dependent upon our ability to sell assets and the prices at which we sell our assets.
The following table outlines our cash flows from operating activities, cash flows from investing activities and cash flows from financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025 ($ in thousands):
The increase in cash flows used in operating activities during 2026 was due primarily to a real estate property beginning operations in the second half of 2025. The increase in cash flows fromused in investing activities during 2026 was due primarily to the purchase of other lending investments, a decrease in capital expenditures on land and development assets, an increase in proceeds received from sales of land and development assets, which was partially offset by the purchase of other lending investmentsassets and the deconsolidation of a venture in 2026.2026, which was partially offset by a decrease in capital expenditures. The decrease in cash flows provided by financing activities during 2026 was due primarily to a net decrease in borrowings on debt obligations and the repurchase of common stock in 2026.
As of MarchJune 31,30, 2026, we were in compliance with all of our financial covenants.
STHO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding STHO (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 109,899 | $1.0M | 0.0% | Added 17% |
| D. E. Shaw & Co. | 2026-06-30 | 51,616 | $471.3K | 0.0% | Added 1% |
| Two Sigma Investments | 2026-06-30 | 31,900 | $291.2K | 0.0% | Added 13% |
| Millennium Management (Israel Englander) | 2026-06-30 | 28,885 | $263.7K | 0.0% | Reduced 21% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 27,336 | $249.6K | 0.0% | Reduced 48% |