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What changed in Star Holdings's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Star Holdings's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+129 added−135 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-18)

Top changes in Star Holdings's 2025 10-K

129 paragraphs added · 135 removed · 112 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

17 edited+1 added−2 removed45 unchanged
Biggest changeThere can be no assurance, however, that these sales will be completed. Our Monetizing Portfolio ​ As of December 31, 2024 , we owned assets that we expect to monetize primarily through asset sales, loan repayments or active asset management.
Biggest changeOur Monetizing Portfolio ​ As of December 31, 2025 , 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 2 Table of Contents $149.8 million and were comprised primarily of loans, operating properties, land and other assets.
The Asbury Park Waterfront investment includes the following: ● Asbury Ocean Club Surfside Resort and Residences: a 16-story mixed use project featuring 130 residential condominium units, a 54-key luxury boutique hotel, 24,000 square feet of retail space, 410 structured parking spaces and a 15,000 square foot gym and spa amenity area. The property was completed in 2019.
The Asbury Park Waterfront investment includes the following operating assets: ● Asbury Ocean Club Surfside Resort and Residences: a 16-story mixed use project featuring 130 residential condominium units, a 54-key luxury boutique hotel, 24,000 square feet of retail space, 410 structured parking spaces and a 15,000 square foot gym and spa amenity area. The property was completed in 2019.
The hotel is managed by a third party. As of December 31, 2024, all residential condominium units have been sold. ● The Asbury: a 110-key independent boutique hotel with indoor and outdoor event spaces, and a rooftop bar.
The hotel is managed by a third party. As of December 31, 2025, all residential condominium units have been sold. ● The Asbury: a 110-key independent boutique hotel with indoor and outdoor event spaces, and a rooftop bar.
Additional information on our portfolio as of December 31, 2024 is set forth below. ​ Our Development Portfolio ​ Asbury Park Waterfront ​ We are the managing member in Asbury Partners, LLC, which is the joint venture that owns the Asbury Park Waterfront investment.
Additional information on our portfolio as of December 31, 2025 is set forth below. ​ Our Development Portfolio ​ Asbury Park Waterfront ​ We are the managing member in Asbury Partners, LLC, which is the joint venture that owns the Asbury Park Waterfront investment.
Financing Strategy As of December 31, 2024, our principal financing sources are the Safe Credit Facility and the Margin Loan Facility (refer to Note 9 to the combined and consolidated financial statements).
Financing Strategy As of December 31, 2025, our principal financing sources are the Safe Credit Facility and the Margin Loan Facility (refer to Note 9 to the combined and consolidated financial statements).
We reimburse our Manager for the salaries and other compensation of two accounting personnel who are fully dedicated to providing accounting services to us. Our Manager has advised us that it had 74 employees as of December 31, 2024, substantially all of whom are full time employees.
We reimburse our Manager for the salaries and other compensation of two accounting personnel who are fully dedicated to providing accounting services to us. Our Manager has advised us that it had 72 employees as of December 31, 2025, substantially all of whom are full time employees.
In addition to the assets described above, we also own the Safe Shares which had a fair value of $249.9 million based on the closing price of $18.48 as of December 31 , 2024. ​ Our Margin Loan Facility is collateralized by the Safe Shares as of the date of this filing.
In addition to the assets described above, we also own the Safe Shares which had a fair value of $185.1 million based on the closing price of $13.69 as of December 31, 2025 . Our Margin Loan Facility is collateralized by the Safe Shares as of the date of this filing.
The hotel was completed in 2016 and is managed by a third party. ● Asbury Lanes: a 12,000 square foot music and entertainment venue. The venue was completed in 2018, is connected to The Asbury, and is managed by a third party.
The hotel was completed in 2016 and is managed by a third party. ● Asbury Lanes: a 12,000 square foot music and entertainment venue. The venue was completed in 2018, is connected to The Asbury, and is managed by a third party. In addition to the operating assets, we also own remaining development sites.
The aggregate carrying value of the Asbury Park Waterfront investment was approximately $131.3 million as of December 31, 2024.
The aggregate carrying value of the Asbury Park Waterfront investment was approximately $127.6 million as of December 31, 2025.
The remainder of the monetizing assets primarily consist of two short term leases that we have subleased to third parties, which had an aggregate carrying value of $3.2 million as of December 31, 2024, and a group of loans and equity interests that are recorded as having no carrying value in our financial statements.
The remainder of the monetizing assets primarily consist of two properties which had an aggregate carrying value of $2.9 million as of December 31, 2025 and a group of loans and equity interests that are recorded as having no carrying value in our financial statements.
The loans and other lending investments included in our monetizing portfolio as of December 31, 2024 include three loans with an aggregate carrying value of $34.9 million and seven available-for-sale debt securities with an aggregate carrying value of $15.4 million. ​ Land .
The loans and other lending investments included in our monetizing portfolio as of December 31, 2025 include two loans with an aggregate carrying value of $18.8 million and ten available-for-sale debt securities with an aggregate carrying value of $25.3 million. ​ Land .
Our general strategy is to seek to sell the leased assets, although we may hold one or both leases until they expire. 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 .
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 .
The land assets included in our portfolio as of December 31, 2024 include two assets with an aggregate carrying value of approximately $15.0 million. Our general strategy is to seek to sell the land assets to third party developers.
The land asset included in our portfolio as of December 31, 2025 has a carrying value of approximately $14.4 million. Our general strategy is to seek to sell the land to third party developers. ​ Other .
Accessing incremental borrowings under the Safe Credit Facility will increase our interest expense because the interest rate on all borrowings increases to 10.0% per annum while incremental borrowings remain outstanding.
Accessing incremental borrowings under the Safe Credit Facility will increase our interest expense because the interest rate on all borrowings increases to 10.0% per annum while incremental borrowings remain outstanding. ​ Investment Strategy We expect to focus on realizing value for shareholders primarily by maximizing cash flows through active asset management and asset sales.
In addition, another land asset at Asbury Park with a carrying value of $51.8 million is held by a venture to which we have provided a loan and certain credit support (refer to Note 5 to the combined and consolidated financial statements). ​ Other .
Summarized information regarding these assets is set forth below. Real estate . We have properties in Asbury Park with a carrying value of $88.4 million that are held by a venture to which we have provided a loan and certain credit support (refer to Note 5 to the combined and consolidated financial statements). Loans and other lending investments .
The aggregate carrying value of our Magnolia Green assets as of December 31, 2024 was $47.9 million. As of December 31, 2024, 2,108 residential lots have been sold to homebuilders.
The aggregate carrying value of our Magnolia Green assets as of December 31, 2025 was $28.9 million. As of December 31, 2025, 2,239 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 anticipate selling our remaining residential lots to homebuilders either upon completion of horizontal lot development or in bulk as unimproved lots over the next two years and it could take substantially longer. We anticipate selling the golf course operations to a third party upon completion of residential lot sellout.
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.
Removed
These assets had an aggregate carrying value of approximately 2 Table of Contents $120.3 million and were comprised primarily of loans, operating properties, land and other assets. Summarized information regarding these assets is set forth below. Loans and other lending investments .
Added
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, although we may hold them until lease expiration.
Removed
Subsequent to December 31, 2024, we paid down $5.0 million of the outstanding balance of the Margin Loan Facility to a principal balance of $84.2 million. ​ Investment Strategy We expect to focus on realizing value for shareholders primarily by maximizing cash flows through active asset management and asset sales.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe residential market has experienced significant downturns that could recur and adversely affect us. Certain of our properties, including Magnolia Green and Asbury Park Waterfront, are residential development properties and we may make future direct or indirect investments in residential mortgage loans and mortgage-backed securities.
Biggest changeOur Magnolia Green and Asbury Park 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.
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 manager or repay our debt, we may be unable to pay distributions 6 Table of Contents to our shareholders and our business, financial condition and results of operations may be materially and adversely affected.
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 Manager or repay 6 Table of Contents 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.
Development assets expose us to additional risks, including, without limitation: ● delays in obtaining, or an inability to obtain, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in completion delays and increased development costs; ● incurrence of development costs for a property that exceed original estimates due to increased materials, labor or other costs, changes in development plans or unforeseen environmental conditions, which could make completion of the property more costly or uneconomical; ​ ● abandonment of contemplated development projects or projects in which we have started development, and the failure to recover expenses and costs incurred through the time of abandonment which could result in significant expenses; ​ ● risk of loss of periodic progress payments or advances to builders prior to completion; ​ ● termination of leases by customers due to completion delays; ​ ● failure to achieve expected occupancy levels, as the lease-up of space at our development projects may be slower than estimated; ​ 7 Table of Contents ● other risks related to the lease-up of newly constructed properties; ​ ● costs to carry these assets and complete them, which requires additional liquidity and results in additional expenses that could exceed our original estimates and impact our operating results; ​ ● costs overruns on development, which could be material; and ​ ● uncertainty associated with rezoning, obtaining governmental permits and approvals, concerns of community associations, reliance on third party contractors, increasing commodity costs and threatened or pending litigation may materially delay our completion of rehabilitation and development activities and materially increase their cost to us. ​ ​ Demand for homes and apartment rentals may be adversely affected by a variety of macroeconomic factors beyond our control.
Development assets expose us to additional risks, including, without limitation: ● delays in obtaining, or an inability to obtain, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in completion delays and increased development costs; ● incurrence of development costs for a property that exceed original estimates due to increased materials, labor or other costs, changes in development plans or unforeseen environmental conditions, which could make completion of the property more costly or uneconomical; ​ 7 Table of Contents ● abandonment of contemplated development projects or projects in which we have started development, and the failure to recover expenses and costs incurred through the time of abandonment which could result in significant expenses; ​ ● risk of loss of periodic progress payments or advances to builders prior to completion; ​ ● termination of leases by customers due to completion delays; ​ ● failure to achieve expected occupancy levels, as the lease-up of space at our development projects may be slower than estimated; ​ ● other risks related to the lease-up of newly constructed properties; ​ ● costs to carry these assets and complete them, which requires additional liquidity and results in additional expenses that could exceed our original estimates and impact our operating results; ​ ● costs overruns on development, which could be material; and ​ ● uncertainty associated with rezoning, obtaining governmental permits and approvals, concerns of community associations, reliance on third party contractors, increasing commodity costs and threatened or pending litigation may materially delay our completion of rehabilitation and development activities and materially increase their cost to us. ​ ​ Demand for homes and apartment rentals may be adversely affected by a variety of macroeconomic factors beyond our control.
Through provisions in our declaration of trust and bylaws, we (1) require a two-thirds vote for the removal of any trustee from the board, which removal will be allowed only for cause, (2) vest in the board the exclusive power to fix the number of trusteeships, subject to limitations set forth in our declaration of trust and bylaws, (3) require that a vacancy on the board be filled only by the affirmative vote of a majority of the remaining trustees in office, even if the remaining trustees do not constitute a quorum, and for the remainder of the full term of class of trusteeship in which such vacancy occurred, and (4) require, unless called by the lead trustee of our board of trustees, our chief executive officer or our board of trustees, the request of shareholders entitled to cast not less than a majority of all votes entitled to be cast on a matter at such meeting to call a special meeting to consider and vote on any matter that may properly be considered at a meeting of 18 Table of Contents shareholders and containing the information required in our bylaws.
Through provisions in our declaration of trust and bylaws, we (1) require a two-thirds vote for the removal of any trustee from the board, which removal will be allowed only for cause, (2) vest in the board the exclusive power to fix the 18 Table of Contents number of trusteeships, subject to limitations set forth in our declaration of trust and bylaws, (3) require that a vacancy on the board be filled only by the affirmative vote of a majority of the remaining trustees in office, even if the remaining trustees do not constitute a quorum, and for the remainder of the full term of class of trusteeship in which such vacancy occurred, and (4) require, unless called by the lead trustee of our board of trustees, our chief executive officer or our board of trustees, the request of shareholders entitled to cast not less than a majority of all votes entitled to be cast on a matter at such meeting to call a special meeting to consider and vote on any matter that may properly be considered at a meeting of shareholders and containing the information required in our bylaws.
Conflicts may include, without limitation: ● conflicts arising from the enforcement of agreements between us and our Manager and its affiliates, including the Management Agreement, the Governance Agreement, the Safe Credit Facility, the Separation and Distribution Agreement and the Registration Rights Agreement; ● conflicts in the amount of time that officers and employees of Safe will spend on our affairs versus Safe’s other affairs; ● conflicts arising from the fact that each of our trustees is a former director or officer of iStar and continues to own shares of Safe common stock; ● conflicts in decisions regarding the sale of our Safe Shares which, as of December 31,2024, represented approximately 18.9% of Safe’s outstanding common stock; and ● conflicts in taking actions that could adversely affect our or Safe's interests under the Safe Credit Facility.
Conflicts may include, without limitation: ● conflicts arising from the enforcement of agreements between us and our Manager and its affiliates, including the Management Agreement, the Governance Agreement, the Safe Credit Facility, the Separation and Distribution Agreement and the Registration Rights Agreement; ● conflicts in the amount of time that officers and employees of Safe will spend on our affairs versus Safe’s other affairs; ● conflicts arising from the fact that each of our trustees is a former director or officer of iStar and continues to own shares of Safe common stock; ● conflicts in decisions regarding the sale of our Safe Shares which, as of December 31,2025, represented approximately 18.8% of Safe’s outstanding common stock; and ● conflicts in taking actions that could adversely affect our or Safe's interests under the Safe Credit Facility.
In the ordinary course, the termination fee would be equal to $50.0 million minus the aggregate amount of management fees actually paid to the Manager prior to the termination date. The Management Agreement provides for an alternative termination fee if we have liquidated our assets on or before the termination date.
In the ordinary course, the termination fee would be equal to $55.0 million minus the aggregate amount of management fees actually paid to the Manager prior to the termination date. The Management Agreement provides for an alternative termination fee if we have liquidated our assets on or before the termination date.
Rising 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.
Higher 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.
Increased labor organizational efforts or changes in labor laws could lead to disruptions in our operations, increase our labor costs, or interfere with the ability of our management to focus on executing our business strategies (e.g., by consuming management’s time and attention, limiting the ability of hotel managers to reduce workforces during economic downturns, etc.).
Increased labor organizational efforts or changes in labor laws could lead to disruptions in our operations, increase our labor costs, or interfere with the ability of our management to focus on executing our business strategies (e.g., by consuming management’s time and attention, limiting the ability of hotel managers to reduce workforces during economic 10 Table of Contents downturns, etc.).
Certain forms of terrorism including, but not limited to, nuclear, biological and chemical terrorism, political 11 Table of Contents risks, environmental hazards and/or Acts of God may be deemed to fall completely outside the general coverage limits of our insurance policies or may be uninsurable or cost prohibitive to justify insuring against. Furthermore, if the U.S.
Certain forms of terrorism including, but not limited to, nuclear, biological and chemical terrorism, political risks, environmental hazards and/or Acts of God may be deemed to fall completely outside the general coverage limits of our insurance policies or may be uninsurable or cost prohibitive to justify insuring against. Furthermore, if the U.S.
Terrorism Risk Insurance Program Reauthorization Act is repealed or not extended or renewed upon its expiration, the cost for terrorism insurance coverage may increase and/or the terms, conditions, exclusions, retentions, limits and sublimits of such insurance may be materially amended and may effectively decrease the scope and availability of such insurance to the point where it is effectively unavailable.
Terrorism Risk Insurance Program Reauthorization Act is repealed or not extended or renewed upon its expiration, the cost for terrorism insurance coverage may increase and/or the terms, conditions, exclusions, retentions, limits and sublimits of such insurance may be materially amended and may effectively decrease the scope and availability of such insurance 11 Table of Contents to the point where it is effectively unavailable.
Our trustees do not review all of the proposed sales of our legacy real estate assets, nor do they review all operating and asset management decisions made with respect to these assets, which may result in our Manager making riskier decisions on our behalf than would be specifically approved by our board of trustees.
Our trustees do not review all of the proposed sales of our legacy real estate assets, nor do they review all operating and asset management decisions made with respect to these assets, which may result in our Manager making riskier 16 Table of Contents decisions on our behalf than would be specifically approved by our board of trustees.
The Safe Credit Facility also contains (i) negative covenants relating to investments, indebtedness and liens, fundamental changes, asset dispositions, repayments, distributions and affiliate transactions, and (ii) customary events of default, including payment defaults, failure to perform covenants, cross-default and cross acceleration to other indebtedness, impairment of security interests and change of control.
The Safe Credit Facility also contains (i) negative covenants relating to investments, indebtedness and liens, fundamental changes, asset dispositions, 14 Table of Contents repayments, distributions and affiliate transactions, and (ii) customary events of default, including payment defaults, failure to perform covenants, cross-default and cross acceleration to other indebtedness, impairment of security interests and change of control.
In the ordinary course of our business, our Manager and the local operators of our properties collect and store sensitive data relating to our business and assets, including intellectual property, our proprietary business and asset 12 Table of Contents information and personally identifiable information of our tenants, buyers of residential lots, personnel and other parties involved with our properties.
In the ordinary course of our business, our Manager and the local operators of our properties collect and store sensitive data relating to our business and assets, including intellectual property, our proprietary business and asset information and personally identifiable information of our tenants, buyers of residential lots, personnel and other parties involved with our properties.
The significant amount of our indebtedness could have material adverse consequences for us, including: ● hindering our ability to adjust to changing market, industry or economic conditions; ​ ​ ● limiting the amount of free cash flow available for future dividends or other uses; ● requiring us to sell Safe Shares to satisfy margin calls; ​ ● making us more vulnerable to economic, market or industry downturns, including interest rate increases; and ● limiting our ability to refinance maturing debt on favorable terms. ​ ​ The Margin Loan Facility matures on March 31, 2026 and the Safe Credit Facility matures on March 31, 2027.
The significant amount of our indebtedness could have material adverse consequences for us, including: ● hindering our ability to adjust to changing market, industry or economic conditions; ● limiting the amount of free cash flow available for future dividends or other uses; ● requiring us to sell Safe Shares to satisfy margin calls; ● making us more vulnerable to economic, market or industry downturns, including interest rate increases; and ● limiting our ability to refinance maturing debt on favorable terms. ​ ​ The Margin Loan Facility and the Safe Credit Facility mature on March 31, 2028.
Any foreclosure on the assets securing our secured debt or any acceleration or mandatory 14 Table of Contents 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. Financial covenants could materially adversely affect our ability to conduct our business.
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. Financial covenants could materially adversely affect our ability to conduct our business.
In particular, certain members of the management team have significant historical experience with our legacy real estate assets and have developed relationships with local governments, developers, brokers and others that are 15 Table of Contents important to the success of our asset management and disposition strategy.
In particular, certain members of the management team have significant historical experience with our legacy real estate assets and have developed relationships with local governments, developers, brokers and others that are important to the success of our asset management and disposition strategy.
The terms of these agreements were agreed while portions of 17 Table of Contents our business were still owned by iStar (now Safe) and were negotiated by persons who were employees, officers or directors of iStar or their respective subsidiaries, and, accordingly, may have conflicts of interest.
The terms of these agreements were agreed while portions of our business were still owned by iStar (now Safe) and were negotiated by persons who were employees, officers or directors of iStar or their respective subsidiaries, and, accordingly, may have conflicts of interest.
Hotels where our managers 10 Table of Contents have collective bargaining agreements with employees could be affected more significantly by labor force activities and additional hotels or groups of employees may become subject to additional collective bargaining agreements in the future.
Hotels where our managers have collective bargaining agreements with employees could be affected more significantly by labor force activities and additional hotels or groups of employees may become subject to additional collective bargaining agreements in the future.
The management fee payable to our Manager is fixed for the first four annual terms of the Management Agreement, regardless of our performance. Significant management fees could be payable to our Manager despite the fact 16 Table of Contents that we could experience losses.
The management fee payable to our Manager is fixed for the first four annual terms of the Management Agreement, regardless of our performance. Significant management fees could be payable to our Manager despite the fact that we could experience losses.
Pursuant to the Separation and Distribution Agreement, Safe (formerly iStar) indemnified us for certain pre-Spin-Off liabilities and liabilities related to Safe’s assets. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that Safe’s ability to satisfy its indemnification obligation will not be impaired in the future.
However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that Safe’s ability to satisfy its indemnification obligation will not be impaired in the future. Pursuant to the Separation and Distribution Agreement, Safe (formerly iStar) indemnified us for certain liabilities.
Two of our assets, Asbury Park Waterfront and Magnolia Green, accounted for 63% of the carrying value of the legacy portfolio on a consolidated basis at December 31, 2024, and our Safe Shares are also a material asset.
Two of our assets, Asbury Park Waterfront and Magnolia Green, accounted for 54% of the carrying value of the legacy portfolio on a consolidated basis at December 31, 2025, and our Safe Shares are also a material asset.
Our Manager and local property operators also rely on information technology networks and systems to manage or support a variety of business processes, including financial transactions and records, asset sales, reservations, billing and other transactions occurring at the corporate and property levels. Our Manager and the local property operators purchase certain information technology from third-party vendors.
Our Manager and local property operators also rely on information technology networks and systems to manage or support a variety of business processes, including financial transactions and records, asset sales, reservations, billing and other transactions occurring at the corporate and property levels.
The Margin Loan Facility matures on March 31, 2026 and the Safe Credit Facility matures on March 31, 2027, and each is subject to mandatory prepayment upon the occurrence of certain events, including a change of control or merger.
The Margin Loan Facility and the Safe Credit Facility mature on March 31, 2028, and each is subject to mandatory prepayment upon the occurrence of certain events, including a change of control or merger.
Moreover, to the extent that we sell Safe Shares, it will be a taxable event for us and could materially and adversely affect our results of operations, financial position and cash flows, including our ability to service debt and make distributions to our shareholders.
Moreover, to the extent that we sell Safe Shares, it will be a taxable event for us and could materially and adversely affect our results of operations, financial position and cash flows, including our ability to service debt and make distributions to our shareholders. Legislative, regulatory or administrative changes could adversely affect us, our stockholders or our borrowers.
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.
Lease and sublease expirations, defaults and terminations may adversely affect our revenue. 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.
We would be materially and adversely affected by adverse developments at either of these properties or in the market price of Safe’s common stock. The properties may experience adverse developments such as slowing business conditions, rising interest rates, material damage or delays in completion or increased competition.
We would be materially and adversely affected by adverse developments at either of these properties or in the market price of, or amount of dividends received 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.
Pursuant to the Separation and Distribution Agreement, Safe (formerly iStar) indemnified us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that Safe retains, and there can be no assurance that Safe will be able to fully satisfy its indemnification obligations to us.
However, third parties could seek to hold us responsible for any of the liabilities that Safe retains, and there can be no assurance that Safe will be able to fully satisfy its indemnification obligations to us.
In addition, the value of our properties may be negatively impacted and the proceeds from the sale of our properties may be reduced in the event of a deterioration in our tenants’ credit. In any of the foregoing circumstances, our financial performance could be materially adversely affected. Lease and sublease expirations, defaults and terminations may adversely affect our revenue.
In addition, the value of our properties may be negatively impacted and the proceeds from the sale of our properties may be reduced in the event 8 Table of Contents of a deterioration in our tenants’ credit. In any of the foregoing circumstances, our financial performance could be materially adversely affected.
If we are unable to satisfy the regulatory requirements of the Sarbanes-Oxley Act, or if our disclosure controls or internal control over financial reporting is not effective, investors could lose confidence in our reported financial information, which could adversely affect the perception of our business and the trading price of our common shares.
These effects would have a material adverse effect on our financial performance and the market price of our securities. 13 Table of Contents If we are unable to satisfy the regulatory requirements of the Sarbanes-Oxley Act, or if our disclosure controls or internal control over financial reporting is not effective, investors could lose confidence in our reported financial information, which could adversely affect the perception of our business and the trading price of our common shares.
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 are subject to various operating risks common to the lodging industry.
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 are subject to various operating risks common to the lodging industry.
We have a significant amount of indebtedness, some of which matures in 2026. Our governing documents do not limit the amount of indebtedness we may incur and we may become more highly leveraged. As of December 31, 2024, we have in place the Safe Credit Facility and the Margin Loan Facility.
We have a significant amount of indebtedness that matures in 2028. Our governing documents do not limit the amount of indebtedness we may incur and we may become more highly leveraged. As of December 31, 2025, we have in place the Safe Credit Facility and the Margin Loan Facility. Our governing documents do not prohibit us from incurring additional indebtedness.
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 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 a tenant defaults, we may experience delays and incur substantial costs in enforcing our rights as landlord. If a tenant files for bankruptcy, we may not be able to evict the tenant solely because of such bankruptcy or failure to pay. A court, however, may authorize a tenant to reject and terminate its lease with us.
If a tenant files for bankruptcy, we may not be able to evict the tenant solely because of such bankruptcy or failure to pay. A court, however, may authorize a tenant to reject and terminate its lease with us.
We may experience losses if the creditworthiness of our tenants deteriorates and they are unable to meet their lease obligations. We own or lease properties leased or subleased to tenants and receive rents from tenants during the contracted term of such leases. A tenant’s ability to pay rent is determined by its creditworthiness, among other factors.
We own or lease properties leased or subleased to tenants and receive rents from tenants during the contracted term of such leases. A tenant’s ability to pay rent is determined by its creditworthiness, among other factors. If a tenant’s credit deteriorates, the tenant may default on its obligations under our lease and may also become bankrupt.
In addition, we would be subject to limitations on corporate leverage and affiliate transactions that would have a material adverse impact on us and our relationship with our Manager. These effects would have a material adverse effect on our financial performance and the market price of our securities.
In addition, we would be subject to limitations on corporate leverage and affiliate transactions that would have a material adverse impact on us and our relationship with our Manager.
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.
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. 100% of our in-place operating lease income is scheduled to expire during the next five years (refer to Note 4 to the combined and consolidated financial statements).
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.
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.
No issuer may rely on the safe harbor provided by Rule 3a-2 more frequently than once during any three-year period. 13 Table of Contents If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties, or that third parties could seek to obtain rescission of transactions.
If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties, or that third parties could seek to obtain rescission of transactions.
In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease.
In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. In addition, certain amounts paid to us within 90 days prior to the tenant’s bankruptcy filing could be required to be returned to the tenant’s bankruptcy estate.
It is possible another 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.
Interest rates have been higher 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.
As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties, which may have a material adverse effect on our business, financial condition and results of operations.
As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties, which may have a material adverse effect on our business, financial condition and results of operations. 17 Table of Contents Pursuant to the Separation and Distribution Agreement, Safe (formerly iStar) indemnified us for certain pre-Spin-Off liabilities and liabilities related to Safe’s assets.
We may, in specific circumstances, be liable for the actions of our joint venture partners. The joint venture may be impacted by the changes in 9 Table of Contents the priorities, approvals, funding, zoning or other actions by government agencies.
We may, in specific circumstances, be liable for the actions of our joint venture partners. The joint venture may be impacted by the changes in the priorities, approvals, funding, zoning or other actions by government agencies. In addition, any disputes that may arise between us and joint venture partners may result in litigation or arbitration that would increase our expenses.
The Management Agreement does not require our Manager to devote all of its resources or for its personnel to devote all of their business time to managing our affairs or for Safe to allocate any specific officers or employees to our Manager for our benefit.
The Management Agreement does not require our Manager to devote all of its resources or for its personnel to devote all of their business time to managing our affairs or for Safe to allocate any specific officers or employees to our Manager for our benefit. 15 Table of Contents Our Manager’s liability is limited under the management agreement, and we could experience poor performance or losses for which our Manager would not be liable.
The secure processing, maintenance and transmission of our data and the proper functioning of the systems and processes utilized in our business activities are critical to our operations and business strategy.
Our Manager and the local property operators purchase certain information technology from third-party vendors. 12 Table of Contents The secure processing, maintenance and transmission of our data and the proper functioning of the systems and processes utilized in our business activities are critical to our operations and business strategy.
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. The occurrence of any of these or other adverse developments could weaken our financial condition.
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.
Certain future sales of additional development parcels at Asbury Park Waterfront and Magnolia Green will be subject to receipt of approvals from relevant local municipalities. The requirements we will need to fulfill to obtain such approvals are subject to change. We may not receive such approvals in a timely manner or at all.
Future sales of parcels at Asbury Park Waterfront and Magnolia Green will be subject to receipt of approvals from local municipalities. Certain future sales of additional development parcels at Asbury Park Waterfront and Magnolia Green will be subject to receipt of approvals from relevant local municipalities.
Leases and subleases representing approximately 100% of our in-place operating lease income are scheduled to expire during the next five years. Our expenses may remain constant or increase, even if our revenues decrease, which may have a material adverse effect on our business, financial condition and results of operations.
Our expenses may remain constant or increase, even if our revenues decrease, which may have a material adverse effect on our business, financial condition and results of operations.
In addition, certain amounts paid to us within 90 days prior to the tenant’s bankruptcy filing could be 8 Table of Contents required to be returned to the tenant’s bankruptcy estate. In any event, it is highly unlikely that a bankrupt or insolvent tenant would pay in full amounts it owes us under a lease that it intends to reject.
In any event, it is highly unlikely that a bankrupt or insolvent tenant would pay in full amounts it owes us under a lease that it intends to reject.
For the year ended December 31, 2024, 19% 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 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 corporate travel demand remains below pre-pandemic levels.
If some investors find our common shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common shares and our share price may be more volatile. 19 Table of Contents As noted above, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies.
If some investors find our common 19 Table of Contents shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common shares and our share price may be more volatile.
If a tenant’s credit deteriorates, the tenant may default on its obligations under our lease and may also become bankrupt. The bankruptcy or insolvency of our tenants or other failure to pay is likely to adversely affect the income produced by our real estate assets.
The bankruptcy or insolvency of our tenants or other failure to pay is likely to adversely affect the income produced by our real estate assets. If a tenant defaults, we may experience delays and incur substantial costs in enforcing our rights as landlord.
Such individuals may depart and to the extent they are replaced their replacements will not have similar experience with, or knowledge of, our assets. Future sales of parcels at Asbury Park Waterfront and Magnolia Green will be subject to receipt of approvals from local municipalities.
Such individuals may depart and to the extent they are replaced their replacements will not have similar experience with, or knowledge of, our assets. We may experience losses if the creditworthiness of our tenants deteriorates and they are unable to meet their lease obligations.
In addition, any disputes that may arise between us and joint venture partners may result in litigation or arbitration that would increase our expenses. Any of the foregoing may have a material adverse effect on our business, financial condition and results of operations. The lodging industry is highly sensitive to trends in business and personal travel.
Any of the foregoing may have a material adverse effect on our business, financial condition and results of operations. 9 Table of Contents The lodging industry is highly sensitive to trends in business and personal travel. For the year ended December 31, 2025, 20% of our total revenues were generated by our hotel assets.
We do not intend to take advantage of such extended transition period. ​ Item 1B. Unresolved Staff Comments None.
As noted above, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We do not intend to take advantage of such extended transition period. ​ Item 1B. Unresolved Staff Comments None.
Removed
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 rising recently, resulting in increases in the costs of obtaining and refinancing a mortgage.
Added
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, and the terms of the Margin Loan Facility. Our ability to sell assets may therefore be limited and could take longer than we anticipate.
Removed
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.
Added
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.
Removed
In recent years, demand for homes has been affected by tightened monetary policy and increased mortgage rates.
Added
The requirements we will need to fulfill to obtain such approvals are subject to change. We may not receive such approvals in a timely manner or at all. The residential market has experienced significant downturns that could recur and adversely affect us.
Removed
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.
Added
No issuer may rely on the safe harbor provided by Rule 3a-2 more frequently than once during any three-year period.
Removed
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.
Added
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.
Removed
Our governing documents do not prohibit us from incurring additional indebtedness.
Added
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.
Removed
Our Manager’s liability is limited under the management agreement, and we could experience poor performance or losses for which our Manager would not be liable.
Added
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.
Added
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.
Added
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBoard members receive presentations on cybersecurity topics from our Manager’s Head of IT, internal technology staff or external experts as part of the Board’s continuing education on topics that impact public companies. ​ Our Manager’s team, including its Head of Risk Management and General Counsel, are responsible for assessing and managing our material risks from cybersecurity threats.
Biggest changeBoard members receive presentations on cybersecurity topics from our Manager’s Head of IT, internal technology staff or external experts as part of the Board’s continuing education on topics that impact public companies. ​ Our Manager’s team, including its Head of IT who has more than 20 years of experience in IT infrastructure and information security, is responsible for assessing and managing our material risks from cybersecurity threats.
The Committee is responsible for reviewing our Manager’s implementation of our cybersecurity risk management program and evaluating its adequacy. ​ 20 Table of Contents The Committee receives periodic reports from our Manager on our cybersecurity risks.
The Committee is 20 Table of Contents responsible for reviewing our Manager’s implementation of our cybersecurity risk management program and evaluating its adequacy. ​ The Committee receives periodic reports from our Manager on our cybersecurity risks.
This does not imply that our Manager meets any particular technical standards, specifications, or requirements, only that our Manager uses the NIST CSF 2.0 as a guide to help it identify, assess, and manage cybersecurity risks relevant to our business. ​ Our Manager’s cybersecurity risk management program is integrated into its overall enterprise risk management program , and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. ​ Our Manager’s cybersecurity risk management program includes: ​ ● risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; ● a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; ● the use of external service providers to assess, test or otherwise assist with aspects of our security controls ; ● cybersecurity awareness training of our employees, incident response personnel, and senior management; ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and ● a third-party risk management process for service providers, suppliers, and vendors . ​ Our Manager has not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. ​ Cybersecurity Governance ​ Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the “Committee”) oversight of cybersecurity and other information technology risks.
This does not imply that our Manager meets any particular technical standards, specifications, or requirements, only that our Manager uses the NIST CSF 2.0 as a guide to help it identify, assess, and manage cybersecurity risks relevant to our business. ​ Our Manager’s cybersecurity risk management program is integrated into its overall enterprise risk management program , and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. ​ Our Manager’s cybersecurity risk management program includes: ​ ● risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; ● a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; ● the use of external service providers to assess, test or otherwise assist with aspects of our security controls ; ● cybersecurity awareness training of our employees, incident response personnel, and senior management; ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; ● simulated cyber-attack and penetration attempts along with phishing tests; and ● a third-party risk management process for service providers, suppliers, and vendors . ​ Our Manager has not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. ​ Cybersecurity Governance ​ Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the “Committee”) oversight of cybersecurity and other information technology risks.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 21 PART II ​ 21 Item 5. Market for Registrant’s Equity, Related Stock Matters and Issuer Purchase of Equity Securities 21 Item 6. RESERVED 21 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 28 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 21 PART II ​ 21 Item 5. Market for Registrant’s Equity, Related Stock Matters and Issuer Purchase of Equity Securities 21 Item 6. RESERVED 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 29 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares and who would report dividends paid by us in their taxable income.
Biggest changeThis figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares and who would report dividends paid by us in their taxable income. 21 Table of Contents Issuer Purchases of Equity Securities The following table sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the three months ended December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Shares ​ ​ ​ Maximum Dollar Value ​ ​ ​ ​ ​ ​ ​ Purchased as Part of a ​ of Shares that May Yet ​ ​ Total Number of ​ Average Price ​ Publicly Announced ​ be Purchased Under the ​ ​ Shares Purchased ​ Paid per Share ​ Plan ​ Plans October 1 to October 31 148,670 ​ $ 7.81 148,670 ​ $ 5,327,801 November 1 to November 30 174,522 ​ $ 7.57 174,522 ​ $ 4,007,311 December 1 to December 31 256,225 ​ $ 7.77 256,225 ​ $ 2,017,562 ​
Item 5. Market for Registrant’s Equity, Related Stock Matters and Issuer Purchase of Equity Securities The Company’s common stock trades on the Nasdaq Global Market under the symbol "STHO." The Company had 934 holders of record of common stock as of February 13, 2025.
Item 5. Market for Registrant’s Equity, Related Stock Matters and Issuer Purchase of Equity Securities The Company’s common stock trades on the Nasdaq Global Market under the symbol "STHO." The Company had 903 holders of record of common stock as of February 13, 2026.
Removed
Issuer Purchases of Equity Securities We did not purchase any shares of our common stock during the three months ended December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

34 edited+7 added−13 removed29 unchanged
Biggest changeThe uncertainty related to macroeconomic factors such as inflation, interest rate increases, 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.
Biggest changeThe uncertainty related to macroeconomic factors such as inflation, changes in interest 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 25 Table of Contents 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 following table outlines our cash flows provided by (used in) operating activities, cash flows provided by (used in) investing activities and cash flows provided by (used in) financing activities for the years ended December 31, 2025 and 2024 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Cash flows provided by (used in) operating activities ​ $ (11,658) ​ $ (31,289) Cash flows provided by (used in) investing activities ​ ​ (1,543) ​ ​ 306 Cash flows provided by (used in) financing activities ​ ​ 34,827 ​ ​ 15,815 ​ The decrease in cash flows used in operating activities during 2025 was due primarily to a decrease in general and administrative expense and an increase in interest and other income during the year ended December 31, 2025 as compared to the same period in 2024.
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.
We expect to meet our long-term liquidity requirements through any cash flows from operations and proceeds from asset sales and through refinancing maturing debt. Our future cash sources will be largely dependent on proceeds from asset sales.
Certain prior year amounts have been reclassified in our consolidated financial statements and the related notes to conform to the current period presentation. Executive Overview During 2024, 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.
Certain prior year amounts have been reclassified in our consolidated financial statements and the related notes to conform to the current period presentation. Executive Overview During 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.
Our discussion related to the results of operations and changes in financial condition for 2023 compared to 2022 is included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 . Our historical results may not be indicative of our future performance.
Our discussion related to the results of operations and changes in financial condition for 2024 compared to 2023 is included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 . Our historical results may not be indicative of our future performance.
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: Allowance for loan losses— We perform a quarterly comprehensive analysis of our loan portfolio and assign risk ratings that incorporate management’s current judgments about credit quality based on all known and relevant internal and external factors that may affect collectability.
Our significant accounting policies are described in Item 8—"Financial Statements and Supplemental Data— 26 Table of Contents Note 3." The following is a summary of accounting policies that require more significant management estimates and judgments: Allowance for loan losses— We perform a quarterly comprehensive analysis of our loan portfolio and assign risk ratings that incorporate management’s current judgments about credit quality based on all known and relevant internal and external factors that may affect collectability.
For all of these estimates, we caution that future events rarely develop exactly as forecasted, and, therefore, routinely require adjustment. During 2024, management reviewed and evaluated these critical accounting estimates and believes they are appropriate.
For all of these estimates, we caution that future events rarely develop exactly as forecasted, and, therefore, routinely require adjustment. During 2025, management reviewed and evaluated these critical accounting estimates and believes they are appropriate.
A subsidiary of ours provided a completion and carry guaranty on the Loan (refer to Note 9 to the combined and consolidated financial statements) and is required to maintain a minimum net worth and a minimum liquidity amount both 25 Table of Contents prior to and after the completion of the Project (refer to Note 5 to the combined and consolidated financial statements) while the Loan is outstanding.
A subsidiary of ours provided a completion and carry guaranty on the Loan (refer to Note 9 to the combined and consolidated financial statements) and is required to maintain a minimum net worth and a minimum liquidity amount both prior to and after the completion of the Project (refer to Note 5 to the combined and consolidated financial statements) while the Loan is outstanding.
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, 2025 represents the difference between the fair value of our investment in the Safe Shares as of December 31, 2025 and December 31, 2024.
We expect our short-term and long-term liquidity requirements to include: ● capital expenditures on our Asbury Park Waterfront and Magnolia Green development projects; ● debt service on the Safe Credit Facility and the Margin Loan Facility (refer to Note 9 to the combined and consolidated financial statements), and any other indebtedness including any repurchase agreements; ● repayment or refinancing of the Margin Loan Facility and the Safe Credit Facility at their respective maturities; ● management fees and expense reimbursements payable to our Manager (refer to Note 7 to the combined and consolidated financial statements) ; ● operating expenses; and ● distributions to shareholders if we have any excess cash on hand from asset sales after the repayment of our debt obligations. ​ ​ 24 Table of Contents We expect to meet our short-term liquidity requirements through any cash flows from operations, proceeds from asset sales, borrowings on the incremental facility under the Safe Credit Facility and our unrestricted cash.
We expect our short-term and long-term liquidity requirements to include: ● capital expenditures on our Asbury Park Waterfront and Magnolia Green development projects; ● debt service on the Safe Credit Facility and the Margin Loan Facility (refer to Note 9 to the combined and consolidated financial statements), and any other indebtedness including any repurchase agreements; ● repayment or refinancing of the Margin Loan Facility and the Safe Credit Facility at their respective maturities; ● management fees and expense reimbursements payable to our Manager (refer to Note 7 to the combined and consolidated financial statements) ; ● operating expenses; and ● share repurchases and/or distributions to shareholders if we have any excess cash on hand from asset sales after the repayment of our debt obligations. ​ ​ We expect to meet our short-term liquidity requirements through any cash flows from operations, proceeds from asset sales, borrowings on available debt facilities and our unrestricted cash.
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.
Other income consists primarily of dividend income from our investment in Safe, income from our hotel properties and other operating properties, including Asbury Lanes and the Magnolia Green Golf Club, and other ancillary income.
The difference between the estimated fair value less costs to sell and the carrying value will be recorded as an impairment charge. Once the asset is classified as held for sale, depreciation expense is no longer recorded.
The difference 27 Table of Contents between the estimated fair value less costs to sell and the carrying value will be recorded as an impairment charge. Once the asset is classified as held for sale, depreciation expense is no longer recorded.
Assets held for sale may qualify as a discontinued operation if certain conditions exist. ​ We did not record any impairments during the years ended December 31, 2024 and 2023.
Assets held for sale may qualify as a discontinued operation if certain conditions exist. ​ We did not record any impairments during the years ended December 31, 2025, 2024 and 2023. ​ 28 Table of Contents
These assets included in our portfolio as of December 31, 2024 had an aggregate carrying value of approximately $120.3 million and were comprised primarily of land, loans and other assets. We used the proceeds from asset sales in 2024 primarily to fund our operations.
These assets included in our portfolio as of December 31, 2025 had an aggregate carrying value of approximately $149.8 million and were comprised primarily of land, loans and other assets. We used the proceeds from asset sales in 2025 primarily to fund our operations.
The increase in interest income was due primarily to an increase in the average balance of our performing loans and other lending investments due to loan originations and the acquisition of available for sale securities. 22 Table of Contents Other income increased to $44.1 million in 2024 from $41.7 million in 2023.
The increase in interest income was due primarily to an increase in the average balance of our performing loans and other lending investments due to loan originations and the acquisition of available for sale securities. Other income increased to $51.7 million in 2025 from $44.1 million in 2024.
Land development revenue and cost of sales —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.
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.
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, 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) . Other expense decreased to $9 thousand in 2025 from $0.1 million in 2024.
Subsequent to the Spin-Off, 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.
Unrealized gains (losses) on equity investments —Unrealized gain (loss) on equity investments 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.
Cash flows provided by financing activities during 2024 represents borrowings from a construction loan and cash flows used in financing activities during 2023 was due primarily to distributions to iStar in 2023 prior to the Spin-Off, which was partially offset by net borrowings from debt obligations in 2023. ​ 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.
Cash flows provided by financing activities during 2025 primarily represents net borrowings on our debt obligations, which was partially offset by the repurchase of common 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.
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.
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. ​ Real estate expense increased to $49.7 million in 2025 from $48.3 million in 2024.
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. As of December 31, 2024, we also owned assets that we expect to monetize primarily through asset sales, loan repayments or active asset management.
We also continued to monetize our land and development assets and had loan repayments. As of December 31, 2025, we also owned assets that we expect to monetize primarily through asset sales, loan repayments or active asset management.
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 —Prior to the Spin-Off, interest expense represented an allocation to us from iStar.
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.
Subsequent to the Spin-Off, interest expense represents the interest cost on our Margin Loan Facility. For the years ended December 31, 2024 and 2023, we incurred $6.9 million and $6.2 million, respectively, of interest expense from our Margin Loan Facility, net of amounts capitalized.
For the years ended December 31, 2025 and 2024, we incurred $8.9 million and $8.8 million, respectively, of interest expense from our Safe Credit Facility, net of amounts capitalized. For the years ended December 31, 2025 and 2024, we incurred $6.8 million and $6.9 million, respectively, of interest expense from our Margin Loan Facility, net of amounts capitalized.
The provision for (recovery of) loan losses for the years ended December 31, 2024, 2023 and 2022 were $0.6 million, $1.7 million and $45.0 million, respectively. 26 Table of Contents Impairment or disposal of long-lived assets — We periodically review real estate to be held for use and land and development assets for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
Impairment or disposal of long-lived assets — We periodically review real estate to be held for use and land and development assets for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
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, 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.
The decrease in land development revenue in 2024 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, which was partially offset by a bulk sale at our Coney Island property and the sale of a land parcel to a third party (refer to Note 5 to the combined and consolidated financial statements) .
The decrease in land development revenue in 2025 was due to bulk sales at our Magnolia Green property, our Coney Island property and one other property in 2024, which was partially offset by an increase in revenues from bulk sales at our Asbury properties .
The decrease in cash flows provided by investing activities during 2024 was due primarily to a decrease in proceeds from the repayment and sale of loans receivable, a decrease in distributions from other investments and a decrease in proceeds from the sale of land and development assets.
The decrease in cash flows from investing activities during 2025 was due primarily to an increase in capital expenditures and a decrease in proceeds from the sale of real estate, which was partially offset by an increase in proceeds from loans receivable and other lending investments.
Income from sales of real estate — During the year ended December 31, 2024, we sold residential condominiums and recognized income from sales of real estate of $3.7 million.
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. 24 Table of Contents Income from sales of real estate — During the year ended December 31, 2024, we sold residential condominiums and recognized income from sales of real estate of $3.7 million.
Results of Operations for the Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ ​ 2024 2023 $ Change ​ ​ ​ (in thousands) ​ Operating lease income ​ $ 6,900 ​ $ 6,738 ​ $ 162 ​ Interest income ​ 2,344 ​ 2,135 ​ 209 ​ Other income ​ 44,091 ​ 41,745 ​ 2,346 ​ Land development revenue ​ 59,962 ​ 72,435 ​ (12,473) ​ Total revenue ​ 113,297 ​ 123,053 ​ (9,756) ​ Interest expense ​ 7,002 ​ 16,672 ​ (9,670) ​ Interest expense - related party ​ ​ 8,750 ​ 6,300 ​ 2,450 ​ Real estate expense ​ 48,263 ​ 47,753 ​ 510 ​ Land development cost of sales ​ 48,674 ​ 62,657 ​ (13,983) ​ Depreciation and amortization ​ 4,328 ​ 4,572 ​ (244) ​ General and administrative ​ 21,123 ​ 36,199 ​ (15,076) ​ Provision for loan losses ​ 621 ​ 1,740 ​ (1,119) ​ Other expense ​ 64 ​ 791 ​ (727) ​ Total costs and expenses ​ 138,825 ​ 176,684 ​ (37,859) ​ Unrealized gains (losses) on equity investments ​ ​ (66,531) ​ (171,394) ​ 104,863 ​ Income from sales of real estate ​ 3,699 ​ — ​ 3,699 ​ Loss on early extinguishment of debt, net ​ — ​ (2,090) ​ 2,090 ​ Earnings from equity method investments ​ — ​ 30,825 ​ (30,825) ​ Income tax expense ​ (2) ​ — ​ (2) ​ Net income (loss) ​ $ (88,362) ​ $ (196,290) ​ $ 107,928 ​ ​ Revenue —Operating lease income, which primarily includes income from commercial operating properties, increased to $6.9 million in 2024 from $6.7 million in 2023. ​ Interest income increased to $2.3 million in 2024 from $2.1 million in 2023.
Results of Operations for the Year Ended December 31, 2025 compared to the Year Ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ ​ (in thousands) Operating lease income ​ $ 7,425 ​ $ 6,900 ​ $ 525 Interest income ​ 4,533 ​ 2,344 ​ 2,189 Other income ​ 51,747 ​ 44,091 ​ 7,656 Land development revenue ​ 46,438 ​ 59,962 ​ (13,524) Total revenue ​ 110,143 ​ 113,297 ​ (3,154) Interest expense ​ 18,368 ​ 15,752 ​ 2,616 Real estate expense ​ 49,672 ​ 48,263 ​ 1,409 Land development cost of sales ​ 28,758 ​ 48,674 ​ (19,916) Depreciation and amortization ​ 5,215 ​ 4,328 ​ 887 General and administrative ​ 14,564 ​ 21,123 ​ (6,559) Provision for (recovery of) loan losses ​ (540) ​ 621 ​ (1,161) Other expense ​ 9 ​ 64 ​ (55) Total costs and expenses ​ 116,046 ​ 138,825 ​ (22,779) Unrealized gains (losses) on equity investments ​ ​ (64,774) ​ ​ (66,531) ​ ​ 1,757 Income from sales of real estate ​ — ​ 3,699 ​ (3,699) Loss on early extinguishment of debt, net ​ (70) ​ — ​ (70) Income tax expense ​ (27) ​ (2) ​ (25) Net income (loss) ​ $ (70,774) ​ $ (88,362) ​ $ 17,588 ​ Revenue —Operating lease income, which primarily includes income from commercial operating properties, increased to $7.4 million in 2025 from $6.9 million in 2024. ​ Interest income increased to $4.5 million in 2025 from $2.3 million in 2024.
In October 2023, we entered into an amendment to the Margin Loan Facility primarily to reduce the floor price at which the market price of the Safe Shares would trigger a mandatory prepayment of outstanding borrowings under the facility. ​ 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.
As part of the amendment to the Margin Loan Facility that we entered into on March 28, 2025, the loan-to-value ratios that would require us to post additional collateral with the lender or permit us to request a release of collateral were eased from then existing 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.
Real estate expense primarily represents expenses at our hotel and retail operating properties and land properties. The increase in 2024 was due primarily to an increase in expenses at certain properties in our monetizing portfolio, which was partially offset by a decrease in expenses at our Asbury Park properties.
Real estate expense primarily represents expenses at our hotel and retail operating properties and land properties. The increase in 2025 was due primarily to $2.7 million of expense related to a legal settlement with respect to one of iStar’s (refer to Note 1) legacy assets.
Loss on early extinguishment of debt, net — During the year ended December 31, 2023, we incurred losses on early extinguishment of debt from partial repayments of our Margin Loan Facility (refer to Note 9 to the consolidated financial statements). Earnings from equity method investments —Earnings from equity method investments was $30.8 million in 2023.
Loss on early extinguishment of debt, net — During the year ended December 31, 2025, loss on early extinguishment of debt resulted from the partial repayment of the Margin Loan Facility.
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. 23 Table of Contents Other expense decreased to $0.1 million in 2024 from $0.8 million in 2023.
The recovery of loan losses was $0.5 million in 2025 as compared to a provision for loan losses of $0.6 million in 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.
Depreciation and amortization was $4.3 million in 2024 and $4.6 million in 2023 and relates primarily to our operating properties portfolio. Prior to the Spin-Off, general and administrative expense represented an allocation of costs, including performance-based compensation, to us from iStar.
Depreciation and amortization was $5.2 million in 2025 and $4.3 million in 2024 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.
We elected to pay interest in kind ("PIK") on the Margin Loan Facility in respect of interest payments payable for each quarter of 2024. These amounts were added to the principal balance of the loan.
We may elect to pay interest in kind ("PIK") on the Margin Loan Facility in respect of certain quarterly interest payments and such PIK is added to the principal balance on the 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.
Removed
The increase was due primarily to an additional $2.4 million of dividend income from Safe for the year ended December 31, 2024 as compared to the same period in 2023.
Added
The increase in other income in 2025 was due primarily to $8.0 million related to a legal settlement with respect to one of iStar’s (refer to Note 1 to 23 Table of Contents the combined and consolidated financial statements) legacy assets.
Removed
Interest expense was allocated to us by calculating our average net assets by property type as a percentage of the average net assets of iStar's segments and multiplying that percentage by the interest expense allocated to each of iStar's segments (refer to Note 2 to the combined and consolidated financial statements).
Added
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.
Removed
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 $48.3 million in 2024 from $47.8 million in 2023.
Added
Costs and expenses —Interest expense represents the interest cost on the Safe Credit Facility and the Margin Loan Facility and, beginning in 2025, interest expense on the Senior Construction Mortgage Loan (refer to Note 9 to the combined and consolidated financial statements).
Removed
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).
Added
This amount was recorded upon settlement due to uncertainty regarding payment, which was contingent on the settlement. The increase in legal expenses in 2025 was partially offset by a decrease in expenses at our Asbury Park and Coney Island properties.
Removed
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.
Added
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.
Removed
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 provision for loan losses was $0.6 million in 2024 as compared to a provision for loan losses of $1.7 million in 2023.
Added
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.
Removed
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.
Added
The provision for (recovery of) loan losses for the years ended December 31, 2025, 2024 and 2023 were ($0.5) million, $0.6 million and $1.7 million, respectively.
Removed
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.
Removed
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.
Removed
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 $115.0 million.
Removed
The following table outlines our cash flows provided by (used in) operating activities, cash flows provided by (used in) investing activities and cash flows provided by (used in) financing activities for the years ended December 31, 2024 and 2023 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2024 2023 ​ Cash flows used in operating activities ​ $ (31,289) ​ $ (18,719) ​ Cash flows provided by investing activities ​ ​ 306 ​ ​ 186,020 ​ Cash flows provided by (used in) financing activities ​ ​ 15,815 ​ ​ (114,061) ​ ​ The increase in cash flows used in operating activities during 2024 was due primarily to a decrease in distributions from other investments.
Removed
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.
Removed
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. ​ 27 Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed8 unchanged
Biggest changeEstimated Change In Net Income ($ in thousands) ​ ​ ​ ​ ​ Change in Interest Rates ​ Net Income (1) -100 Basis Points ​ $ 436 -50 Basis Points ​ 218 -10 Basis Points ​ ​ 44 Base Interest Rate ​ — +10 Basis Points ​ (44) +50 Basis Points ​ (218) +100 Basis Points ​ (436) (1) As of December 31, 2024, we had $105.0 million principal amount of floating-rate debt obligations outstanding and $45.5 million of cash and cash equivalents and restricted cash. ​ 28 Table of Contents
Biggest changeEstimated Change In Net Income ($ in thousands) ​ ​ ​ ​ ​ Change in Interest Rates ​ ​ ​ ​ Net Income (1) -100 Basis Points ​ $ 240 -50 Basis Points ​ 121 -10 Basis Points ​ ​ 25 Base Interest Rate ​ — +10 Basis Points ​ (88) +50 Basis Points ​ (441) +100 Basis Points ​ (882) (1) As of December 31, 2025, we had $155.4 million principal amount of floating-rate debt obligations outstanding and $67.2 million of cash and cash equivalents and restricted cash. ​ 29 Table of Contents

Other STHO 10-K year-over-year comparisons