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): November 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 ...

Core Insights - Star Holdings (NASDAQ: STHO) reported a net income of $1.8 million for Q3 2025, translating to earnings per share of $0.14, which includes a non-cash adjustment that reduced earnings by $0.9 million or $0.07 per share related to its investment in approximately 13.5 million shares of SAFE [1][2]. Financial Performance - The company recorded $1.7 million in land revenues from the sale of 12 lots at Magnolia Green and received $4.7 million in net cash proceeds from a legal settlement concerning a legacy iStar asset [2]. - Star Holdings repurchased around 0.4 million shares of its common stock for $3.3 million, averaging $8.48 per share [2]. Portfolio Overview - Star Holdings' portfolio primarily includes interests in the Asbury Park Waterfront, Magnolia Green residential development projects, and other commercial real estate properties and loans intended for sale or monetization [4]. - The company aims to enhance shareholder value by maximizing cash flows through active asset management and asset sales [4].

Financial Performance - Total revenue for the three months ended September 30, 2025, was $28.1 million, an increase of 14.5% compared to $24.6 million for the same period in 2024[135] - The net income for the three months ended September 30, 2025, was $274,000, a significant decrease from $91.5 million for the same period in 2024[135] - Total revenue for the nine months ended September 30, 2025, was $84.8 million, up from $80.5 million in 2024, reflecting a 5% increase[148] - Net loss for the nine months ended September 30, 2025, was $47.5 million, compared to a net income of $14.5 million in 2024, representing a decline of $62.0 million[148] - Total costs and expenses decreased to $91.8 million in 2025 from $108.0 million in 2024, a reduction of 15%[148] Income Sources - Interest income increased to $1.2 million for the three months ended September 30, 2025, from $0.5 million for the same period in 2024, reflecting an increase in the average balance of performing loans[136] - Other income rose to $23.5 million during the three months ended September 30, 2025, compared to $16.2 million for the same period in 2024, primarily due to a $7.0 million legal settlement[137] - Interest income rose significantly to $3.4 million in 2025 from $1.4 million in 2024, marking a 147% increase driven by a higher average balance of performing loans and new lending investments[151] - Other income increased to $42.5 million in 2025 from $35.5 million in 2024, a growth of 20% primarily due to a $7.0 million legal settlement related to a legacy asset[152] Expenses - Real estate expenses increased to $15.6 million for the three months ended September 30, 2025, from $12.9 million in 2024, largely due to a legal settlement[141] - General and administrative expenses decreased to $11.3 million in 2025 from $16.5 million in 2024, a reduction of 32% due to lower management fees[158] Cash Flow and Financial Position - Cash flows used in operating activities improved to $(3.7) million in 2025 from $(24.4) million in 2024, indicating a positive trend in operational cash flow[168] - As of September 30, 2025, the company was in compliance with all financial covenants related to its debt facilities[173] Interest Rate Risks - In a rising interest rate environment, defaults could increase, leading to additional credit losses that adversely affect liquidity and operating results[177] - The company monitors the spreads between interest-earning assets and interest-bearing liabilities and may implement hedging strategies to mitigate interest rate risks[179] - Estimated changes in annual net income based on interest rate fluctuations show a potential decrease of $335,000 if rates increase by 100 basis points[181] - As of September 30, 2025, the company has $146.2 million in floating-rate debt obligations and $55.8 million in cash and cash equivalents[181] - A decrease of 100 basis points in interest rates could result in an increase of $335,000 in net income[181] - The company does not engage in derivative contracts for speculative purposes or to hedge against credit risk[179] - Interest rates are influenced by various factors, including governmental policies and economic conditions, which are beyond the company's control[178] - The potential impact of a 50 basis point increase in interest rates could lead to a decrease of $168,000 in net income[181] - The company aims to limit the effects of interest rate changes on operations through interest rate swaps and caps[179] - Actual results may differ significantly from estimated changes in net income due to interest rate fluctuations[180] Asset Valuation - As of September 30, 2025, the aggregate carrying value of the Asbury Park Waterfront investment was approximately $130.7 million[123] - As of September 30, 2025, the aggregate carrying value of the monetizing portfolio was approximately $160.2 million, primarily consisting of loans and operating properties[128] - The carrying value of the Magnolia Green assets was $27.7 million as of September 30, 2025, with 2,237 residential lots sold to homebuilders[126][127] - The fair value of Safe Shares was $209.5 million based on a closing price of $15.49 as of September 30, 2025[132]

[Filing Information](index=1&type=section&id=Filing%20Information) This section details the registrant's identification, filing status, and registered securities [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides Star Holdings' core identification details, including incorporation state, commission file, and principal offices - Star Holdings is incorporated in Maryland with **Commission File Number 001-41572** and **IRS Employer Identification No. 37-6762818**, with principal executive offices at 1114 Avenue of the Americas, New York, NY, and telephone **(212) 930-9400**[2](index=2&type=chunk) [Filing Status and Securities](index=1&type=section&id=Filing%20Status%20and%20Securities) This section confirms the Form 8-K filing, emerging growth status, and securities registered under Section 12(b) - The report is a **Form 8-K**, filed on **August 7, 2025**, for Star Holdings[1](index=1&type=chunk)[2](index=2&type=chunk) - Star Holdings is an **emerging growth company** and has elected not to use the extended transition period for new accounting standards compliance[4](index=4&type=chunk) Securities Registered Pursuant to Section 12(b) of the Act | Title of each class par value | Ticker Symbol | Registered Exchange | | :------------------------------ | :------------ | :------------------ | | Common shares of beneficial interest, $0.001 | STHO | Nasdaq Global Market | [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section announces the quarterly earnings release and clarifies legal disclaimers for furnished information [Earnings Release Announcement](index=2&type=section&id=Earnings%20Release%20Announcement) Star Holdings announced its earnings release for Q2 2025 on August 7, 2025, attached as an exhibit - Star Holdings issued an earnings release on **August 7, 2025**, for the quarter ended **June 30, 2025**[5](index=5&type=chunk) - The earnings release is attached as **Exhibit 99.1** and incorporated by reference[5](index=5&type=chunk) [Legal Disclaimers](index=2&type=section&id=Legal%20Disclaimers) This section clarifies the legal status of furnished information in the Current Report, addressing liability and incorporation - Information in this Current Report, including exhibits, is **furnished, not filed**, under Section 18 of the Securities Exchange Act of 1934, thus not subject to its liabilities[6](index=6&type=chunk) - This information is not incorporated by reference into any registration statement or document under the Securities Act of 1933 unless explicitly specified[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section details the specific exhibits included in the Form 8-K filing, such as the earnings release and XBRL [Exhibits Filed](index=2&type=section&id=Exhibits%20Filed) This section lists the exhibits accompanying the Form 8-K filing, including the earnings release and Inline XBRL - **Exhibit 99.1** is the Earnings Release[7](index=7&type=chunk) - **Exhibit 104** is the Inline XBRL for the cover page of this Current Report on Form 8-K[7](index=7&type=chunk) [Signature](index=3&type=section&id=SIGNATURE) This section confirms the official signing and authorization of the report by the Chief Financial Officer [Authorization and Signatory](index=3&type=section&id=Authorization%20and%20Signatory) The report is signed by Star Holdings' CFO, Brett Asnas, confirming authorization under the Securities Exchange Act of 1934 - The report was signed on **August 7, 2025**, by **Brett Asnas**, Chief Financial Officer of Star Holdings[9](index=9&type=chunk)[10](index=10&type=chunk)

Core Insights - Star Holdings (NASDAQ: STHO) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, with the Securities and Exchange Commission [1] Financial Performance - The net loss attributable to common shareholders for the first quarter was $39.3 million, resulting in an earnings per share of ($2.95). This includes a non-cash adjustment of $42.7 million that decreased earnings per share by $3.21 related to an investment in approximately 13.5 million shares of SAFE [2] - In the second quarter, the company recorded $26.6 million in land revenues, primarily from the sale of 72 lots at Magnolia Green for $11.7 million and a land parcel in Asbury Park for $14.2 million [3] Company Portfolio - Star Holdings' portfolio mainly 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. The company also holds shares of Safehold Inc. (NYSE: SAFE) [5] - The company aims to enhance shareholder value by maximizing cash flows through active asset management and asset sales [5]

PART I. CONSOLIDATED FINANCIAL INFORMATION This section presents Star Holdings' unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Star Holdings' unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive income (loss), changes in equity, and cash flows for the periods ended June 30, 2025, and December 31, 2024 (or corresponding prior periods), along with detailed notes explaining significant accounting policies, business operations, and specific financial line items [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) This section presents the Company's balance sheets | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total assets | $589,920 | $608,655 | | Total liabilities | $293,971 | $263,659 | | Total equity | $295,949 | $344,996 | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) This section presents the Company's statements of operations | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $42,054 | $30,551 | $56,678 | $55,986 | | Total costs and expenses | $39,043 | $40,788 | $64,889 | $77,354 | | Unrealized gains (losses) on equity investments | $(42,732) | $(17,715) | $(39,486) | $(55,578) | | Net income (loss) | $(39,721) | $(27,952) | $(47,767) | $(76,948) | | Basic and diluted EPS | $(2.95) | $(2.04) | $(3.52) | $(5.71) | [Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This section presents the Company's statements of comprehensive income (loss) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $(39,721) | $(27,952) | $(47,767) | $(76,948) | | Other comprehensive income (loss) | $(497) | $10 | $(1,091) | $(143) | | Comprehensive income (loss) | $(40,218) | $(27,942) | $(48,858) | $(77,091) | [Consolidated Statements of Changes in Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) This section presents the Company's statements of changes in equity | Metric (in thousands) | As of June 30, 2025 | As of December 31, 2024 | | :-------------------- | :------------------ | :---------------------- | | Total Equity | $295,949 | $344,996 | | Accumulated Deficit | $(330,108) | $(283,196) | | Repurchase of stock (6 months ended June 30, 2025) | $(189) | N/A | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section presents the Company's statements of cash flows | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Operating activities | $(8,966) | $(20,637) | | Investing activities | $(4,403) | $17,510 | | Financing activities | $23,710 | $0 | | Net change in cash | $10,341 | $(3,127) | | Cash, cash equivalents and restricted cash at end of period | $55,887 | $57,587 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed notes to the consolidated financial statements, explaining significant accounting policies and financial line items [Note 1—Business and Organization](index=8&type=section&id=Note%201%E2%80%94Business%20and%20Organization) Star Holdings, spun off from iStar Inc. on March 31, 2023, operates as a single segment focused on monetizing legacy non-ground lease assets through active asset management and sales of existing loans, operating properties, and land/development properties. The company does not expect to make material new investments, relying on cash flows from operations, asset sales, and debt facilities for liquidity - Star Holdings was spun off from iStar Inc. on March 31, 2023, to monetize iStar's legacy non-ground lease assets[25](index=25&type=chunk) - The Company operates as one segment, focusing on generating cash flows through active asset management and sales of existing loans, operating properties, and land and development properties[25](index=25&type=chunk) - Short-term and long-term liquidity requirements are expected to be met through cash flows from operations, asset sales, and borrowings on available debt facilities, with no expectation of material new investments[25](index=25&type=chunk) [Note 2—Basis of Presentation and Principles of Consolidation](index=8&type=section&id=Note%202%E2%80%94Basis%20of%20Presentation%20and%20Principles%20of%20Consolidation) The unaudited consolidated financial statements are prepared in conformity with Form 10-Q and Regulation S-X, relying on estimates and assumptions. The Company consolidates Variable Interest Entities (VIEs) for which it is the primary beneficiary, with VIE liabilities being non-recourse to the Company - Financial statements are unaudited and prepared in conformity with Form 10-Q and Regulation S-X, requiring management estimates and assumptions[26](index=26&type=chunk)[27](index=27&type=chunk) - The Company consolidates VIEs for which it is the primary beneficiary, and their liabilities are non-recourse to the Company[31](index=31&type=chunk)[32](index=32&type=chunk) | VIE Assets/Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Total assets | $235,625 | $202,198 | | Total liabilities | $82,319 | $47,751 | [Note 3—Summary of Significant Accounting Policies](index=9&type=section&id=Note%203%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) The Company's significant accounting policies remain materially unchanged from those described in its 2024 Annual Report - Significant accounting policies have not materially changed from the 2024 Annual Report[33](index=33&type=chunk) [Note 4—Real Estate](index=9&type=section&id=Note%204%E2%80%94Real%20Estate) The Company's net real estate assets decreased slightly to $72.2 million as of June 30, 2025, from $72.8 million at December 31, 2024. Tenant reimbursements for operating expenses increased, while the allowance for doubtful accounts related to tenant receivables also saw a slight increase | Real Estate Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Real estate, net | $72,237 | $72,845 | | Allowance for doubtful accounts | $200 | $100 | | Tenant Reimbursements (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Amount | $600 | $400 | $1,000 | $800 | | Future Minimum Operating Lease Payments (in thousands) | Amount | | :----------------------------------------------------- | :----- | | 2025 (remaining six months) | $2,296 | | 2026 | $4,542 | | 2027 | $1,528 | [Note 5—Land and Development](index=10&type=section&id=Note%205%E2%80%94Land%20and%20Development) The Company's net land and development assets increased to $191.4 million as of June 30, 2025, from $176.4 million at December 31, 2024. Land development revenue for the three months ended June 30, 2025, significantly increased to $26.6 million (from $15.7 million in 2024), primarily due to a bulk sale at its Asbury Park property. The Company also consolidated a third-party venture for a multifamily project in Asbury Park, providing a mezzanine loan and a completion guaranty | Land and Development Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------------------------- | :------------ | :---------------- | | Total land and development, net | $191,389 | $176,444 | | Land Development (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $26,606 | $15,701 | $31,788 | $32,316 | | Cost of sales | $18,505 | $19,007 | $25,332 | $31,353 | - The Company consolidated a third-party venture for a multifamily project in Asbury Park, providing a **$10.6 million mezzanine loan** and an **$80.0 million senior construction mortgage loan guaranty**[40](index=40&type=chunk)[41](index=41&type=chunk) [Note 6—Loans Receivable and Other Lending Investments, net](index=11&type=section&id=Note%206%E2%80%94Loans%20Receivable%20and%20Other%20Lending%20Investments,%20net) The Company's net loans receivable and other lending investments decreased to $47.1 million as of June 30, 2025, from $50.3 million at December 31, 2024. The allowance for loan losses decreased to $1.0 million, primarily due to a $3.0 million loan repayment. All loans are current and performing, with a risk rating of 3.0 | Loans Receivable (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Total gross carrying value | $48,088 | $51,442 | | Allowance for loan losses | $(1,006) | $(1,118) | | Total net | $47,082 | $50,324 | | Provision for (Recovery of) Loan Losses (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Amount | $25 | $(2) | $(112) | $15 | - All senior and subordinate mortgages are current and performing, with a consistent **risk rating of 3.0** across all origination years[52](index=52&type=chunk)[54](index=54&type=chunk) [Note 7—Other Investments](index=15&type=section&id=Note%207%E2%80%94Other%20Investments) The Company's primary 'other investment' is its 18.9% stake in Safehold Inc. (Safe), valued at $210.4 million as of June 30, 2025. The investment is marked to fair value through income, resulting in an unrealized loss of $42.7 million for the three months ended June 30, 2025. Star Holdings has a Management Agreement with Safe's subsidiary, with annual management fees declining over time, and a Governance Agreement restricting share transfers and voting rights - Star Holdings owns approximately **13.5 million shares (18.9%)** of Safehold Inc. (Safe), a publicly-traded ground lease company[56](index=56&type=chunk) | Safe Investment Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Market value | $210,412 | $249,899 | | Unrealized Gain (Loss) on Equity Investment (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Amount | $(42,732) | $(17,715) | $(39,486) | $(55,578) | - The Company has a Management Agreement with Safehold Management Services Inc., with annual management fees declining from **$15.0 million** (for the term ended March 31, 2025) to **$10.0 million** (for the term ending March 31, 2026) and then to **$7.5 million**, adjusting to **2.0%** of gross book value of assets thereafter[60](index=60&type=chunk) - A Governance Agreement restricts the Company from transferring Safe Shares to 'Activists' or 'Company Competitors' and requires voting Safe Shares in accordance with Safe's board recommendations during a 'restrictive period'[68](index=68&type=chunk)[69](index=69&type=chunk) [Note 8—Other Assets and Other Liabilities](index=17&type=section&id=Note%208%E2%80%94Other%20Assets%20and%20Other%20Liabilities) Deferred expenses and other assets, net, increased to $22.7 million as of June 30, 2025, primarily due to an increase in restricted cash. Accounts payable, accrued expenses, and other liabilities also increased to $48.6 million, driven by higher accrued expenses and other payables related to real estate properties | Asset/Liability (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------------- | :------------ | :---------------- | | Deferred expenses and other assets, net | $22,720 | $22,401 | | Restricted cash | $11,686 | $10,589 | | Accounts payable, accrued expenses and other liabilities | $48,575 | $46,310 | | Accrued expenses | $14,307 | $11,917 | | Other liabilities (includes deferred income, management fees, other payables) | $33,403 | $33,300 | [Note 9—Debt Obligations, net](index=18&type=section&id=Note%209%E2%80%94Debt%20Obligations,%20net) The Company's net debt obligations increased to $245.4 million as of June 30, 2025, from $217.3 million at December 31, 2024, primarily due to increased borrowings on the Senior Construction Mortgage Loan. The Safe Credit Facility and Margin Loan Facility maturities were extended to March 2028, with the Margin Loan Facility's interest rate increasing by 50 basis points and collateral triggers eased. The Company was in compliance with all financial covenants as of June 30, 2025 | Debt Obligation (in thousands) | June 30, 2025 | December 31, 2024 | Stated Interest Rate | Maturity Date | | :----------------------------- | :------------ | :---------------- | :------------------- | :------------ | | Safe Credit Facility | $115,000 | $115,000 | 8.00% | March 2028 | | Margin Loan Facility | $87,518 | $89,175 | SOFR plus 3.50% | March 2028 | | Senior Construction Mortgage Loan | $45,070 | $15,815 | SOFR plus 6.85% | December 2027 | | Total debt obligations, net | $245,396 | $217,349 | | | - The Safe Credit Facility and Margin Loan Facility maturity dates were extended by **one year to March 2028**. The Margin Loan Facility's interest rate increased by **50 basis points**, and collateral posting/release triggers were eased[84](index=84&type=chunk)[89](index=89&type=chunk) - The Company was in compliance with all financial covenants as of June 30, 2025[95](index=95&type=chunk) [Note 10—Commitments and Contingencies](index=20&type=section&id=Note%2010%E2%80%94Commitments%20and%20Contingencies) The Company's future minimum lease obligations under non-cancelable operating leases total $891 thousand, with a lease liability of $865 thousand as of June 30, 2025. The Company is also involved in various ordinary litigation matters but does not believe any pending legal proceeding would materially affect its consolidated financial statements | Future Minimum Lease Obligations (in thousands) | Amount | | :---------------------------------------------- | :----- | | 2025 (remaining six months) | $243 | | 2026 | $486 | | 2027 | $162 | | Total undiscounted cash flows | $891 | | Lease liabilities (present value) | $865 | - The Company is party to various pending litigation matters incidental to its business but does not believe any would have a material adverse effect on its consolidated financial statements[99](index=99&type=chunk) [Note 11—Risk Management](index=20&type=section&id=Note%2011%E2%80%94Risk%20Management) Star Holdings faces economic risks including interest rate risk, credit risk, and market risk. Its portfolio has concentrations in entertainment/leisure, land and development, hotel, retail, and Safe Shares, all located in the United States. Declines in Safe common stock market price could require additional collateral or prepayments on the Margin Loan Facility - The Company is exposed to interest rate risk, credit risk, and market risk in its operations[100](index=100&type=chunk) - The portfolio has concentrations in entertainment/leisure, land and development, hotel, retail, and Safe Shares, all located in the United States[102](index=102&type=chunk) - Declines in the market price of Safe common stock could require the Company to post additional collateral or prepay borrowings under the Margin Loan Facility[105](index=105&type=chunk) [Note 12—Equity](index=21&type=section&id=Note%2012%E2%80%94Equity) As of June 30, 2025, Star Holdings had 13,290,018 common shares outstanding. The Company repurchased 29,534 shares for $0.2 million during the three months ended June 30, 2025, under a $10.0 million share repurchase program, with $9.8 million remaining authorized - As of June 30, 2025, the Company had **13,290,018 common shares outstanding**[106](index=106&type=chunk) - The Company repurchased **29,534 shares for $0.2 million** during the three months ended June 30, 2025, under a **$10.0 million share repurchase program**[108](index=108&type=chunk) - As of June 30, 2025, **$9.8 million** remained authorized under the share repurchase program[108](index=108&type=chunk) [Note 13—Earnings Per Share](index=22&type=section&id=Note%2013%E2%80%94Earnings%20Per%20Share) Star Holdings reported a basic and diluted net loss per common share of $(2.95) for the three months ended June 30, 2025, and $(3.52) for the six months ended June 30, 2025, with a weighted average of 13,311 and 13,315 common shares outstanding, respectively | EPS Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) allocable to common shareholders (in thousands) | $(39,308) | $(27,115) | $(46,912) | $(76,096) | | Basic and diluted EPS | $(2.95) | $(2.04) | $(3.52) | $(5.71) | | Weighted average common shares outstanding (in thousands) | 13,311 | 13,320 | 13,315 | 13,320 | [Note 14—Fair Values](index=22&type=section&id=Note%2014%E2%80%94Fair%20Values) The Company categorizes its assets and liabilities measured at fair value into a three-level hierarchy. As of June 30, 2025, other investments (Safe Shares) are Level 1 ($210.4 million), while available-for-sale debt securities ($14.2 million) and loans receivable/debt obligations are Level 3. The fair value of cash and cash equivalents and restricted cash approximates their carrying values and are classified as Level 1 - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[111](index=111&type=chunk) | Asset (in thousands) | Fair Value (June 30, 2025) | Level 1 | Level 2 | Level 3 | | :------------------- | :------------------------- | :------ | :------ | :------ | | Available-for-sale debt securities | $14,240 | $0 | $0 | $14,240 | | Other investments (Safe) | $210,412 | $210,412| $0 | $0 | - The fair values of loans receivable and other lending investments, net, and debt obligations are classified as **Level 3**, while cash and cash equivalents and restricted cash are **Level 1**[116](index=116&type=chunk) [Note 15—Segment Reporting](index=24&type=section&id=Note%2015%E2%80%94Segment%20Reporting) Star Holdings operates as a single reportable segment, focusing on monetizing assets through active management and sales of loans, operating properties, and land/development properties. The CEO, as CODM, uses net income (loss) to measure performance and allocate resources - The Company operates as a single reportable and operating segment, focused on generating cash flows through active asset management and sales of existing loans, operating properties, and land and development properties[119](index=119&type=chunk) - The Chief Executive Officer (CODM) uses net income (loss) to measure segment operating performance and allocate resources[119](index=119&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Star Holdings' financial condition and operational results, highlighting performance drivers, asset monetization strategies for its development and monetizing portfolios, and liquidity management. It details revenue and expense changes for the three and six months ended June 30, 2025, compared to 2024, and discusses critical accounting estimates and forward-looking statements [Our Development Portfolio](index=25&type=section&id=Our%20Development%20Portfolio) This section details the Company's development portfolio, including key projects and monetization strategies [Asbury Park Waterfront](index=25&type=section&id=Asbury%20Park%20Waterfront) The Asbury Park Waterfront investment, with a carrying value of $134.6 million, includes a mixed-use resort, a boutique hotel, and an entertainment venue. All residential condominium units have been sold. The current strategy is to actively manage operating assets and strategically monetize remaining development sites and operating assets through sales - The Asbury Park Waterfront investment has an aggregate carrying value of approximately **$134.6 million** as of June 30, 2025[123](index=123&type=chunk) - The investment includes a mixed-use project (Asbury Ocean Club Surfside Resort and Residences), a boutique hotel (The Asbury), and an entertainment venue (Asbury Lanes)[124](index=124&type=chunk) - All residential condominium units at Asbury Ocean Club Surfside Resort and Residences have been sold[124](index=124&type=chunk) - Current strategy is to actively manage operating assets and strategically monetize remaining development sites and operating assets through sales[125](index=125&type=chunk) [Magnolia Green](index=26&type=section&id=Magnolia%20Green) Magnolia Green, a 1,900-acre master-planned residential community, has a carrying value of $28.7 million. As of June 30, 2025, 2,225 residential lots have been sold, with plans to sell remaining lots to homebuilders over the next two years and the golf course operations to a third party upon residential lot sellout - Magnolia Green is a **1,900-acre** master-planned residential community with an aggregate carrying value of **$28.7 million** as of June 30, 2025[126](index=126&type=chunk) - As of June 30, 2025, **2,225 residential lots** have been sold to homebuilders[127](index=127&type=chunk) - The Company anticipates selling remaining residential lots over the next two years and the golf course operations upon residential lot sellout[127](index=127&type=chunk) [Our Monetizing Portfolio](index=26&type=section&id=Our%20Monetizing%20Portfolio) This section outlines the Company's monetizing portfolio, including loans, land, and other assets, and their respective monetization strategies [Loans and other lending investments](index=26&type=section&id=Loans%20and%20other%20lending%20investments) The monetizing portfolio includes three loans with an aggregate carrying value of $32.8 million and seven available-for-sale debt securities with an aggregate carrying value of $14.2 million as of June 30, 2025 - The monetizing portfolio includes **three loans with an aggregate carrying value of $32.8 million** and **seven available-for-sale debt securities with an aggregate carrying value of $14.2 million** as of June 30, 2025[129](index=129&type=chunk) [Land](index=26&type=section&id=Land) The monetizing portfolio includes one land asset with a carrying value of approximately $14.4 million, and another land asset at Asbury Park with a carrying value of $82.9 million held by a venture where the Company provided a loan and credit support. The general strategy is to sell these land assets to third-party developers - The monetizing portfolio includes a land asset with a carrying value of approximately **$14.4 million** and another at Asbury Park with a carrying value of **$82.9 million**[130](index=130&type=chunk) - The general strategy is to sell these land assets to third-party developers[130](index=130&type=chunk) [Other](index=26&type=section&id=Other) The remainder of the monetizing assets primarily consists of two short-term leases subleased to third parties, with an aggregate carrying value of $3.0 million, and a group of loans and equity interests with no carrying value. The Company aims to sell the leased assets or hold them until expiration, and may seek to sell assets with no carrying value - The remainder of monetizing assets includes **two short-term leases with an aggregate carrying value of $3.0 million** and loans/equity interests with no carrying value[131](index=131&type=chunk) - The strategy is to sell leased assets or hold them until expiration, and potentially sell assets with no carrying value[131](index=131&type=chunk) [Investment in Safe](index=26&type=section&id=Investment%20in%20Safe) The Company's investment in Safe Shares had a fair value of $210.4 million as of June 30, 2025, collateralizing the Margin Loan Facility. Declines in Safe's market value could necessitate prepayments or additional collateral, potentially increasing interest expense if incremental borrowings from the Safe Credit Facility are used - The investment in Safe Shares had a fair value of **$210.4 million** as of June 30, 2025, and collateralizes the Margin Loan Facility[132](index=132&type=chunk) - Declines in Safe Shares' market value could require prepayments or additional collateral, potentially increasing interest expense if incremental borrowings from the Safe Credit Facility are utilized[134](index=134&type=chunk) [Results of Operations for the Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024](index=27&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030,%202025%20compared%20to%20the%20Three%20Months%20Ended%20June%2030,%202024) For the three months ended June 30, 2025, total revenue increased by $11.5 million to $42.1 million, driven by a significant rise in land development revenue due to a bulk sale at Asbury Park. However, net loss widened to $(39.7) million from $(28.0) million, primarily due to a substantial increase in unrealized losses on equity investments. General and administrative expenses decreased due to lower management fees | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | $ Change | % Change | | :-------------------- | :--------------------------- | :--------------------------- | :------- | :------- | | Total revenue | $42,054 | $30,551 | $11,503 | 37.65% | | Land development revenue | $26,606 | $15,701 | $10,905 | 69.45% | | Interest income | $1,089 | $442 | $647 | 146.38% | | Unrealized gain (loss) on equity investment | $(42,732) | $(17,715) | $(25,017)| -141.22% | | General and administrative | $3,255 | $4,586 | $(1,331) | -29.02% | | Net income (loss) | $(39,721) | $(27,952) | $(11,769)| -42.10% | - The increase in land development revenue was primarily due to a bulk sale at the Asbury Park property[138](index=138&type=chunk) - General and administrative expense decreased primarily due to lower management fees to Safe[144](index=144&type=chunk) [Results of Operations for the Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024](index=29&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030,%202025%20compared%20to%20the%20Six%20Months%20Ended%20June%2030,%202024) For the six months ended June 30, 2025, total revenue slightly increased by $0.7 million to $56.7 million, while net loss significantly narrowed to $(47.8) million from $(76.9) million, primarily due to a smaller unrealized loss on equity investments. Land development revenue saw a slight decrease, partially offset by increased interest income. General and administrative expenses decreased due to lower management fees | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | $ Change | % Change | | :-------------------- | :--------------------------- | :--------------------------- | :------- | :------- | | Total revenue | $56,678 | $55,986 | $692 | 1.24% | | Land development revenue | $31,788 | $32,316 | $(528) | -1.63% | | Interest income | $2,188 | $830 | $1,358 | 163.61% | | Unrealized gains (losses) on equity investments | $(39,486) | $(55,578) | $16,092 | 28.95% | | General and administrative | $7,972 | $11,979 | $(4,007) | -33.45% | | Net income (loss) | $(47,767) | $(76,948) | $29,181 | 37.92% | - The decrease in land development revenue was primarily due to a bulk parcel sale at Coney Island in 2024, partially offset by increased sales at Asbury Park and Magnolia Green[154](index=154&type=chunk) - General and administrative expense decreased primarily due to lower management fees to Safe[158](index=158&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) Star Holdings' liquidity is primarily dependent on asset sales, which are unpredictable. The Company does not expect to pay regular dividends. Short-term liquidity needs are met by cash from operations, asset sales, and debt facilities, while long-term needs rely on operations, asset sales, and debt refinancing. Cash flows from operating activities improved significantly, decreasing from $(20.6) million in 2024 to $(9.0) million in 2025, while financing activities provided $23.7 million in 2025, primarily from net debt borrowings - Liquidity is largely dependent on unpredictable asset sales; the Company does not expect to pay regular dividends but intends to make distributions from available cash after asset sales and debt repayment[163](index=163&type=chunk)[164](index=164&type=chunk) - Short-term liquidity requirements are met through cash flows from operations, asset sales, borrowings on available debt facilities, and unrestricted cash. Long-term requirements are met through operations, asset sales, and debt refinancing[166](index=166&type=chunk) | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Operating activities | $(8,966) | $(20,637) | | Investing activities | $(4,403) | $17,510 | | Financing activities | $23,710 | $0 | - The decrease in cash flows used in operating activities was due to lower general and administrative expense, decreased real estate expense, and increased interest income[168](index=168&type=chunk) - Cash flows provided by financing activities in 2025 primarily represent net borrowings on debt obligations[168](index=168&type=chunk) - The Company was in compliance with all financial covenants as of June 30, 2025[173](index=173&type=chunk) [Critical Accounting Estimates](index=32&type=section&id=Critical%20Accounting%20Estimates) The preparation of financial statements requires management to make estimates and judgments affecting reported amounts. The Company maintains detailed policies and control procedures to ensure consistent application of valuation methods, acknowledging that future events may differ from forecasts and require adjustments. For a full discussion, refer to the 2024 Annual Report - Financial statement preparation requires management estimates and judgments, which are subject to future adjustments as actual results may differ from forecasts[174](index=174&type=chunk) - Detailed policies and control procedures are in place to ensure consistent application of valuation methods[174](index=174&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Star Holdings is primarily exposed to interest rate risk, which affects the difference between interest earned on assets and interest paid on liabilities. A significant increase in interest rates could adversely impact profitability, increase defaults, and reduce the value of fixed-rate assets. The Company monitors interest rate spreads and may use hedging strategies to mitigate these risks, not for speculative purposes - The primary market risk exposure is interest rate risk, affecting the difference between interest earned on assets and interest expense on liabilities[176](index=176&type=chunk) - Significant increases in interest rates could adversely affect profitability, increase defaults, and reduce the value of fixed-rate assets[177](index=177&type=chunk) - The Company monitors interest rate spreads and may implement hedging strategies (e.g., interest rate swaps, caps) to limit exposure to interest rate changes, not for speculative purposes[178](index=178&type=chunk) | Change in Interest Rates | Estimated Change In Net Income (in thousands) | | :----------------------- | :-------------------------------------------- | | -100 Basis Points | $316 | | -50 Basis Points | $158 | | -10 Basis Points | $32 | | Base Interest Rate | $0 | | +10 Basis Points | $(32) | | +50 Basis Points | $(158) | | +100 Basis Points | $(316) | [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Star Holdings maintains disclosure controls and procedures designed to ensure timely and accurate reporting of information in its Exchange Act reports. The CEO and CFO, with the disclosure committee, concluded these controls were effective as of June 30, 2025. No material changes to internal control over financial reporting occurred during the period - The Company maintains disclosure controls and procedures to ensure timely and accurate reporting of information in Exchange Act reports[182](index=182&type=chunk) - The CEO and CFO, with the disclosure committee, concluded that disclosure controls and procedures were effective as of June 30, 2025[183](index=183&type=chunk) - No material changes to internal control over financial reporting occurred during the period covered by this report[184](index=184&type=chunk) PART II. OTHER INFORMATION This section provides other information including legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) Star Holdings is involved in various routine litigation matters incidental to its commercial real estate business, including foreclosure-related proceedings. However, the Company does not believe any pending legal proceeding would have a material adverse effect on its consolidated financial statements - The Company is party to various pending litigation matters, including foreclosure-related proceedings, considered ordinary routine litigation incidental to its business[188](index=188&type=chunk) - The Company believes no pending legal proceeding would have a material adverse effect on its consolidated financial statements[188](index=188&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) There were no material changes to the risk factors previously disclosed in Star Holdings' 2024 Annual Report - No material changes from the risk factors previously disclosed in the 2024 Annual Report[189](index=189&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Star Holdings did not have any unregistered sales of equity securities. Under its share repurchase program, the Company repurchased 29,534 shares for $0.2 million in June 2025, with $9.8 million remaining authorized out of the initial $10.0 million program - No unregistered sales of equity securities occurred[190](index=190&type=chunk) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans | | :---------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------- | | June 1 to June 30 | 29,534 | $6.41 | $9,810,629 | - The share repurchase program, authorized on March 31, 2025, permits repurchases up to **$10.0 million** of common shares[191](index=191&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Star Holdings reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[192](index=192&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine Safety Disclosures are not applicable to Star Holdings - Mine Safety Disclosures are not applicable[193](index=193&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) Star Holdings reported no other information for the period - No other information was reported[194](index=194&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications under the Sarbanes-Oxley Act and Inline XBRL documents for interactive data filing - Exhibits include Certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act[195](index=195&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Labels, Presentation Linkbase Documents, and Cover Page Interactive Data File) are included[195](index=195&type=chunk) [SIGNATURES](index=36&type=section&id=SIGNATURES) The report is duly signed on August 7, 2025, by Jay Sugarman, Chief Executive Officer, and Brett Asnas, Chief Financial Officer, pursuant to the requirements of the Securities Exchange Act of 1934 - The report was signed on August 7, 2025, by Jay Sugarman (CEO) and Brett Asnas (CFO)[198](index=198&type=chunk)

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]

Core Insights - Star Holdings reported a net loss of $7.6 million for Q1 2025, translating to an earnings per share of ($0.57), which includes a non-cash adjustment that positively impacted earnings per share by $0.24 due to a mark-to-market valuation of its investment in Safehold Inc. [2] Financial Performance - The company recorded $5.2 million in land revenues from the sale of 45 lots at Magnolia Green during the first quarter [3] - Following the quarter, Star Holdings sold a land parcel in Asbury Park for approximately $14.0 million [3] Debt and Financial Agreements - Star Holdings amended its Safe Credit Facility, Margin Loan Facility, and Management Agreement, extending related debt maturities to March 31, 2028 [4] - A delayed-draw feature of approximately $15.8 million was added to the Margin Loan Facility, and a $10.0 million share repurchase program was authorized [4] Company Overview - Star Holdings' portfolio primarily includes interests in the Asbury Park Waterfront, Magnolia Green residential development projects, and other commercial real estate properties and loans [5] - The company aims to maximize cash flows and realize value for shareholders through active asset management and asset sales [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]