{"url_path":"/sec/safe/8-k/2026-06-16/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1095651/0001104659-26-074611-index.html","accession_number":"0001104659-26-074611","cik":"0001095651","ticker":"SAFE","issuer_name":"Safehold Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1095651/0001104659-26-074611-index.html","primary_entity_key":"0001095651","primary_entity_name":"Safehold Inc."},"word_count":609,"has_tables":true,"body_markdown":"**Item 8.01****Other Events**\n\n** **\n\nOn June 15, 2026, Safehold Inc. (the “Company”) and the\nCompany’s operating company, Safehold GL Holdings LLC (the “Operating Company”), entered into a note purchase agreement\n(the “Note Purchase Agreement”) with the various purchasers named therein (the “Purchasers”) and other parties\nthereto providing for the private placement and issuance by the Operating Company of $225 million aggregate principal amount of 6.615%\nSenior Notes due August 1, 2056 (the “Notes”). The Notes feature a stairstep coupon rate in which the Operating Company will\npay cash interest at a starting rate of 4.00% that increases to 4.50% in year 5, 5.00% in year 9, 5.50% in year 13, 6.00% in year 17 and\n6.615% in year 21. The difference between the 6.615% stated rate and cash interest rate will accrue in each semi-annual payment period\nand, unless elected by the Operating Company to be paid in cash, will be paid in kind by adding such accrued interest to the outstanding\nprincipal balance, to be repaid at maturity in August 2056, each subject to maintaining certain credit ratings.\n\n \n\nThe Operating Company may prepay at any time all, or from time to time\nany part of, the Notes, in an amount not less than 5% of the aggregate principal amount of any series of the Notes then outstanding in\nthe case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the Note Purchase\nAgreement).\n\n \n\nThe Note Purchase Agreement contains various restrictive covenants,\nincluding requirements to maintain a certain percentage of total unencumbered assets to unsecured debt and a certain percentage of secured\ndebt to total assets by the Operating Company. The Note Purchase Agreement also contains a provision whereby it will be deemed to include\nadditional financial covenants and negative covenants to the extent such covenants are incorporated into the Operating Company’s\nand/or the Company’s existing or future material credit facilities and to the extent such covenants are more favorable to the lenders\nunder such material credit facilities than the covenants contained in the Note Purchase Agreement. Subject to the terms of the Note Purchase\nAgreement and the Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal,\nMake-Whole Amount or interest under the Notes, and (ii) a default in the payment of certain other indebtedness of the Operating Company, the Company or their subsidiaries, all the Notes then outstanding will become due and payable, either automatically or at the option\nof the Purchasers, depending on the event of default.\n\n \n\nThe Operating Company’s obligations under the Notes are fully\nand unconditionally guaranteed by the Company.\n\n \n\nThe Company intends to use the net proceeds from the offering for general\ncorporate purposes, which may include repaying borrowings under its secured revolver, making additional investments in ground leases,\nproviding for working capital and funding obligations under existing commitments. The Notes have not been and will not be registered under\nthe Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent\nregistration or an applicable exemption from the registration requirements. The Operating Company offered and sold the Notes in reliance\non the exemption from registration provided by Section 4(a)(2) of the Securities Act.\n\n \n\nThe above summary of the Note Purchase Agreement does not purport to\nbe complete.\n\n \n\nOn June 15, 2026, the Company issued a press release announcing the\nOperating Company’s entry into the Note Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current\nReport on Form 8-K and incorporated by reference into this Item 8.01."}