Safehold Inc. Files New Shelf Registration Statement and Announces Key Legal Opinions

Key Highlights for Investors:

• New Automatic Shelf Registration Statement Filed: On March 25, 2026, Safehold Inc. announced the filing of a new automatic shelf registration statement (Form S-3ASR, File No. 333-294583) with the U.S. Securities and Exchange Commission (SEC).
• Termination of Prior Registration Statement: The prior shelf registration statement (File No. 333-271113), filed on April 4, 2023, was officially terminated upon the effectiveness of the new statement.
• Resale of Common Stock: The new registration covers the potential resale of up to 10,353,824 shares of Safehold Inc.’s common stock (par value \$0.01 per share) by various significant selling stockholders.
• Legal Opinions Provided: Legal opinions from Venable LLP, a well-regarded Maryland counsel, were filed as exhibits confirming the legality and validity of the shares being registered for resale.

Details of the Registration Statement and Share Resale

Safehold Inc., a leading real estate investment trust (REIT) based in New York, has taken a major step to support the liquidity and flexibility of its capital structure by filing a new shelf registration statement with the SEC. This registration replaces the prior shelf that was terminated on the same day, March 25, 2026.

The new registration statement allows for the resale of up to 6,105,389 shares of common stock by MSD EIV Private Vault, LLC and MSD Vault Investments, LLC, and an additional 4,248,435 shares of common stock by GIC Private Limited and SFTY Venture LLC. These shares were originally issued in connection with the merger of the former Safehold Inc. into the current entity (previously iStar Inc.) and in a private placement on August 8, 2023.

Why This Matters to Shareholders

• Potential Impact on Share Price: The registration for resale of a significant block of shares totaling over 10 million could be a price-sensitive event. If these shares are sold into the market, it could increase the free float and potentially put downward pressure on the share price, particularly if the selling stockholders choose to liquidate large positions.
• Transparency and Legal Assurance: The filing includes legal opinions from Venable LLP, confirming that the shares are validly issued, fully paid, and nonassessable under Maryland law. This reduces legal uncertainty for both the company and potential buyers.
• Corporate Governance and Compliance: The company remains in good standing with Maryland authorities, and all actions regarding the registration and issuance of shares have been duly authorized by the board of directors.
• Emerging Growth Company Status: Safehold Inc. clarified in the filing that it is not an emerging growth company, which has implications for its reporting and compliance obligations.
• NYSE-Listed Security: The company’s common stock continues to trade under the symbol SAFE on the New York Stock Exchange.

Additional Information for Investors

• The legal opinions filed as Exhibits 5.1 and 5.2 provide further assurance regarding the validity of the shares. These documents are available for review as part of the current Form 8-K filing.
• The company’s Chief Financial Officer, Brett Asnas, signed the report, underscoring executive oversight and responsibility for this material disclosure.
• The company’s fiscal year ends on December 31, and it has a long history of operating under various names (formerly iStar Inc., iStar Financial Inc., and Starwood Financial Inc.).

Conclusion

This filing is a significant development for Safehold Inc. shareholders and potential investors. The registration of a large block of shares for resale increases potential market liquidity but also raises the possibility of share price volatility if major stockholders decide to sell. Shareholders should monitor any substantial movements in SAFE shares and the company’s future disclosures regarding the timing and volume of actual share sales by the registered holders.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the company’s official filings and consult with their financial advisors before making investment decisions. The potential resale of a significant number of shares may affect the company’s share price. Past performance is not indicative of future results.

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