UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1114 Avenue of the Americas, 39th Floor New York, New York 10036 (Address o ...

Table of Contents | UNITED STATES | | | | | | --- | --- | --- | --- | --- | | SECURITIES AND EXCHANGE COMMISSION | | | | | | Washington, D.C. 20549 _______________________________________________________________________________ | | | | | | 10-Q | | FORM | | | | | (Mark One) | | | | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ☒ | | | | | For the quarterly period ended | | | | | | June 30, 2025 | | | | | | OR | | | | | | TRANSITION REPORT PURSUANT TO SECTION 13 ...

Financial Performance - Star Holdings reported earnings for Q1 2025, with total revenue of $150 million, representing a 15% increase year-over-year[5] - The company achieved a net income of $30 million for the quarter, up from $25 million in the same period last year, reflecting a 20% growth[5] - The company reported a gross margin of 40%, consistent with the previous quarter, indicating stable cost management[5] User Growth - User data showed an increase in active users to 1.2 million, a 10% rise compared to the previous quarter[5] Future Guidance - Star Holdings provided guidance for Q2 2025, expecting revenue to be between $160 million and $170 million, indicating a growth of 7% to 13%[5] Investment and Development - The company is investing $5 million in new product development aimed at enhancing user experience and expanding its market reach[5] - Star Holdings has initiated a new marketing strategy, allocating an additional $2 million to digital advertising campaigns[5] Market Expansion - Star Holdings plans to expand its market presence in Europe, targeting a 25% increase in market share by the end of 2025[5] Strategic Initiatives - The company is exploring potential acquisitions to bolster its technology capabilities, with a focus on firms specializing in AI[5] - Star Holdings remains committed to sustainability initiatives, with plans to reduce carbon emissions by 15% by 2026[5]

Table of Contents | UNITED STATES | | | | | | | --- | --- | --- | --- | --- | --- | | SECURITIES AND EXCHANGE COMMISSION | | | | | | | Washington, D.C. 20549 | | | | | | | _______________________________________________________________________________ | | | | | | | FORM 10-Q | | | | | | | | | | (Mark One) | | | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | ☒ | | | | For the quarterly period ended | | | | | | | March 31, 2025 | | | | | | | OR | | | | | | | TR ...

Share Repurchase Program - The Company's Board of Trustees has authorized the repurchase of up to $10 million of the Company's common shares, which may occur in the open market or through privately negotiated transactions, subject to market conditions and applicable law [1] Term Loan Credit Agreement - As of March 28, 2025, the outstanding term loan had a principal balance of $115.0 million, with no outstanding borrowings on the incremental facility [2] Management Agreement Amendments - The Management Agreement has been amended to include an increase in the management fee from $5.0 million to $7.5 million for the annual term running from April 1, 2026, through March 31, 2027 [5] - The "Termination Fee" payable to the manager in certain circumstances has increased from $50.0 million to $55.0 million, less the aggregate amount of management fees paid prior to termination [5] - The maturity date of the underlying margin loan facility has been extended by two years to March 31, 2028 [5] Financing Arrangements - The maturity date of the underlying term loan facilities has been extended by one year to March 31, 2028, and the Company may re-borrow amounts paid on the $25 million incremental facility for permitted purposes [4] - A commitment for up to $15.8 million of additional funding on a delayed-draw basis has been provided, subject to conditions for drawing [5] Company Portfolio - Star Holdings' portfolio primarily consists of interests in the Asbury Park Waterfront, Magnolia Green residential development projects, and other commercial real estate properties and loans intended for sale or monetization [6] - The Company aims to maximize cash flows through active asset management and asset sales to realize value for shareholders [6]

Financial Performance - Star Holdings reported its fourth quarter and fiscal year results for the year ended December 31, 2024, on February 18, 2025[5]. - The company achieved a total revenue of $1.2 billion for the fiscal year 2024, representing a 15% increase compared to the previous year[5]. - Net income for the fourth quarter was reported at $250 million, a 20% increase year-over-year[5]. User Growth - User growth reached 5 million new users in Q4 2024, bringing the total user base to 30 million[5]. Future Projections - The company provided guidance for fiscal year 2025, projecting revenue growth of 10% to 12%[5]. Investment and Development - Star Holdings is investing $50 million in new product development and technology enhancements in 2025[5]. - Star Holdings is exploring potential acquisition opportunities to enhance its service offerings and customer base[5]. Market Expansion - The company plans to expand its market presence in Europe, targeting a 25% increase in market share by the end of 2025[5]. Operational Efficiency - The company has implemented new strategies to improve operational efficiency, aiming for a 5% reduction in operating costs by Q3 2025[5]. Sustainability Initiatives - Star Holdings is committed to sustainability initiatives, with plans to reduce carbon emissions by 30% by 2026[5].

Core Insights - Star Holdings (NASDAQ: STHO) filed its Annual Report on Form 10-K for the year ended December 31, 2024, with the SEC [1] Financial Performance - The net income attributable to common shareholders was a loss of $102.6 million for Q4 and a loss of $86.8 million for the year [2] - Earnings per share were reported at ($7.70) for Q4 and ($6.51) for the year [2] - A non-cash market-to-market adjustment related to an investment in approximately 13.5 million shares of SAFE resulted in a loss of $104.8 million, impacting earnings per share by ($7.87) for the quarter and ($4.99) for the year [2] Asset Management and Sales - During Q4, the company sold land and improvements at a California property for $21.5 million, resulting in a net profit of $12.3 million [3] - The company provided the buyer with a $17.75 million short-term loan to facilitate the acquisition [3] Portfolio Overview - Star Holdings' portfolio includes interests in the Asbury Park Waterfront, Magnolia Green residential development projects, and other commercial real estate properties and loans [4] - The company aims to maximize cash flows through active asset management and asset sales to realize value for shareholders [4]

Financial Performance - Star Holdings reported earnings for the quarter ended September 30, 2024, with a significant focus on operational performance[3] - The earnings release is attached as Exhibit 99.1, providing detailed financial results and operational insights[3] Company Classification - The company is classified as an emerging growth company, indicating it may have certain reporting advantages[3] Reporting and Transparency - The report was filed on November 5, 2024, highlighting the company's commitment to timely disclosures[3] - The financial statements and exhibits are included in the filing, ensuring transparency for investors[5] - Brett Asnas, the Chief Financial Officer, signed the report, affirming the accuracy of the financial information presented[6]

Investment Values - As of September 30, 2024, the aggregate carrying value of the Asbury Park Waterfront investment was approximately $132.6 million[71]. - The Magnolia Green project has an aggregate carrying value of $43.9 million, with 2,108 residential lots sold to homebuilders as of September 30, 2024[73]. - The monetizing portfolio had an aggregate carrying value of approximately $96.1 million as of September 30, 2024, primarily consisting of loans, operating properties, and land[74]. - The fair value of Safe Shares was $354.7 million based on a closing price of $26.23 as of September 30, 2024[74]. Revenue and Income - Total revenue for the three months ended September 30, 2024, was $24.6 million, a decrease of $19.0 million compared to the same period in 2023[76]. - Land development revenue for the three months ended September 30, 2024, was $6.1 million, down from $24.8 million in the same period in 2023[76]. - Total revenue for the nine months ended September 30, 2024, was $80.5 million, a decrease of $5.3 million (6.2%) compared to $85.8 million for the same period in 2023[80]. - Interest income decreased to $1.4 million for the nine months ended September 30, 2024, down from $1.8 million in 2023, primarily due to a decrease in the average balance of performing loans[80]. - Other income increased to $35.5 million in 2024, up from $32.7 million in 2023, driven by an additional $2.4 million of dividend income from Safe[80]. - Land development revenue was $38.5 million for the nine months ended September 30, 2024, down from $46.2 million in 2023, attributed to decreased revenues from bulk and condominium sales[80]. - Net income for the three months ended September 30, 2024, was $91.5 million, compared to a net loss of $81.8 million for the same period in 2023[76]. - Net income for the nine months ended September 30, 2024, was $14.5 million, a significant increase of $276.9 million compared to a net loss of $262.4 million in 2023[80]. Expenses and Costs - Total costs and expenses decreased by $22.1 million (17%) to $108.0 million in 2024 from $130.1 million in 2023[80]. - General and administrative expenses were $16.5 million in 2024, down from $29.0 million in 2023, primarily due to a reduction in management fees[82]. - The provision for loan losses was $58,000 in 2024, a decrease of $1.7 million from the same period in 2023[82]. - Interest expense on the Margin Loan Facility for the three months ended September 30, 2024, was $1.8 million, down from $2.3 million in the same period in 2023[78]. - The annual management fee payable to the Manager under the Management Agreement declined from $25.0 million to $15.0 million for the second annual term starting March 31, 2024[78]. Cash Flow and Debt - Cash flows used in operating activities were $(24.4) million for the nine months ended September 30, 2024, compared to $(13.0) million in 2023[88]. - The company holds $54.5 million in cash and cash equivalents and restricted cash[91]. - The company has $87.4 million in floating-rate debt obligations outstanding as of September 30, 2024[91]. Interest Rate Risk - A 100 basis point increase in interest rates could lead to a decrease in net income by $329,000[92]. - A 50 basis point decrease in interest rates could increase net income by $164,000[92]. - A 10 basis point decrease in interest rates could increase net income by $33,000[92]. - A 10 basis point increase in interest rates could decrease net income by $33,000[92]. - A 50 basis point increase in interest rates could decrease net income by $164,000[92]. - The company is exposed to interest rate risk, which could materially affect profitability[91]. - The company may implement hedging strategies to mitigate interest rate risks[91]. Future Considerations - Future events may require adjustments to the company's estimates and judgments in financial reporting[89]. - The company does not expect to pay regular dividends and plans to make distributions based on asset sales and cash availability[85].

Financial Performance - Star Holdings reported earnings for the quarter ended June 30, 2024, with a focus on operational results and financial condition[3] - The earnings release is attached as Exhibit 99.1, providing detailed financial metrics and performance insights[4] Company Classification - The company is classified as an emerging growth company, indicating it may have certain reporting exemptions[3]