NYSE: SAFE Safehold Inc. 8-K

Safehold discloses $9.77B unrealized appreciation in ground lease portfolio as of Q2 2026

Filed July 30, 2026 · Period ending July 30, 2026 · ~2 min read

Key Changes

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Estimated unrealized capital appreciation (UCA) in owned residual portfolio totals $9.77 billion as of June 30, 2026, representing the difference between combined property value ($16.676B) and ground lease cost basis ($6.906B). UCA reflects potential value that would accrue to Safehold upon lease expiration or tenant default when it regains possession of land and receives title to improvements.

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Multiple tenant rights may limit realization of the full UCA estimate, including building demolition rights (one tenant can level building up to five years before expiration), purchase options on hotel properties and certain land parcels, a year-49 buyout option, preemptive purchase rights on many leases, and one property where underlying land is itself ground leased from a third party through 2044.

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Independent valuation by CBRE uses hypothetical fee simple value approach assuming no ground lease exists and properties leased at stabilized market rent, with capitalization rates ranging from 4.50% to 12.00% depending on property type and stabilized occupancy assumptions from 66% to 100% by asset class.

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Officers and employees hold 15.4% of outstanding Caret units (12.3% of authorized units) as of June 30, 2026, with 14,396 units remaining available for awards. Certain executive Caret units from the March 2023 iStar merger cliff vest March 31, 2027 if stock trades at an average of $60 or more for 30 consecutive days.

Item 8.01 verify on EDGAR →

Summary

Safehold disclosed that its ground lease residual portfolio holds an estimated $9.77 billion in unrealized capital appreciation as of June 30, 2026. This figure represents the gap between the $16.676 billion combined value of land, buildings, and improvements subject to its ground leases and the $6.906 billion cost basis of those leases.

The UCA reflects potential value Safehold would capture when leases expire or tenants default and the company regains possession of land and receives title to improvements built on it—the core thesis of the ground lease REIT model.

The disclosure matters because it quantifies the embedded optionality in Safehold's portfolio, though investors should note this is a theoretical maximum rather than assured realizable value. Multiple tenant rights constrain realization: one tenant can demolish its building up to five years before expiration, several hotel and other tenants hold purchase options, one lease has a year-49 buyout provision, and many leases grant preemptive purchase rights if Safehold decides to sell. One property's underlying land is itself ground leased from a third party through 2044. The valuation relies on CBRE's hypothetical fee simple approach with cap rates of 4.50%–12.00% and stabilized occupancy assumptions—standard methodology but inherently assumption-dependent. The filing also updates Caret unit ownership, showing officers and employees hold 15.4% of outstanding units with certain executive grants cliff vesting in March 2027 if the stock sustains $60 for 30 days.

Section-by-Section Diff

Event · Item 8.01 — Other Events

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Item 8.01 — Other Events filed; see Key Changes for terms.

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Added Combined Property Value and Ground Lease Cost breakdown high

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Combined Property Value(1) | $ 16,676 | Ground Lease Cost(1) (2) | 6,906 Unrealized Capital Appreciation in Our Owned Residual Portfolio(2) 9,770

The filing provides a detailed breakdown showing Combined Property Value of $16.676 billion versus Ground Lease Cost of $6.906 billion, yielding the $9.77 billion UCA. The Combined Property Value includes the company's percentage interests in unconsolidated ventures, two recently expired leases now operated by Safehold, and $1.008 billion related to transactions with unfunded commitments. This breakdown helps investors understand the composition and basis of the UCA calculation.

Added Caret unit ownership structure medium

Added in current filing · verify on EDGAR →

As of June 30, 2026, vested and unvested Caret units beneficially owned by our officers and other employees represent approximately 15.4% of the outstanding Caret units and 12.3% of the authorized Caret units, and approximately 14,396 Caret units remain available for awards under the Caret Performance Incentive Plan.

The filing updates the status of Safehold's Caret Performance Incentive Plan, showing officers and employees hold 15.4% of outstanding Caret units and 12.3% of authorized units as of June 30, 2026, with 14,396 units remaining available for future awards. Additionally, 122,500 Caret units have been sold to third-party investors including MSD Partners affiliates, with Safehold owning 83.4% of outstanding Caret units. Certain Caret units granted to executives in the March 2023 iStar merger cliff vest on March 31, 2027 if the stock trades at an average of $60 or more for 30 consecutive days.

Added Limitations on UCA realization high

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the tenant under one of our Ground Leases has the right to level the building up to five years before the lease term expires; ● the tenant under a master lease for certain hotel properties (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Portfolio” in our 2025 Annual Report filed with the Securities and Exchange Commission (“SEC”) for more information) and tenants under certain of our Ground Leases have rights to purchase our hotel properties or land, as the case may be, in certain circumstances; ● the tenant under one of our Ground Leases has a buy-out option in year 49 of the lease; ● the tenants under many of our Ground Leases have certain preemptive rights should we decide to sell the properties; and ● a majority of the land underlying one of our properties whose Ground Lease recently expired and which we became responsible for operating is owned by a third party and ground leased to us pursuant to a lease that expires in 2044

Safehold disclosed several tenant rights that may limit its ability to realize the full estimated UCA, including building demolition rights, purchase options, a year-49 buyout option, preemptive purchase rights, and one property where the underlying land is itself ground leased from a third party through 2044. These contractual limitations mean the $9.77 billion UCA estimate represents a theoretical maximum rather than assured realizable value.

Event · Exhibit 99.1

~200 words View exhibit on EDGAR ↗

Safehold filed consent from CBRE for valuation references in an 8-K being incorporated into registration statements.

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We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated July 30, 2026, in the sections “Process for Determining the Unrealized Capital Appreciation in Our Owned Residual Portfolio - Independent Valuations of Combined Property Values” and “Process for Determining the Process for Determining the Unrealized Capital Appreciation in Our Owned Residual Portfolio - Summary of Methodology,” which Form 8-K is being incorporated by reference in Safehold Inc.’s Registration Statements on Form S-8 (Nos. 333-183465, 333-259173, 333-275899, 333-279872, 333-291855 and 333-295975) and its Registration Statement on Form S-3 (No. 333-294583).

CBRE, Inc. provided formal consent for Safehold to reference CBRE's name and valuation reports in an 8-K filing that is being incorporated into multiple registration statements. The consent covers CBRE's role in valuing the ground leases owned by Safehold and the methodology used to determine unrealized capital appreciation in the company's owned residual portfolio.