STHO Star Holdings

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2024

Star Holdings

(Exact name of registrant as specified in its charter)

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1114 Avenue of the Americas, 39th Floor

New York, New York 10036

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 930-9400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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Item 2.02Results of Operations and Financial Condition.

On February 27, 2024, Star Holdings issued an earnings release for the quarter and fiscal year ended December 31, 2023. A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

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Item 9.01Financial Statements and Exhibits.

Exhibit 99.1Earnings Release.

Exhibit 104Inline XBRL for the cover page of this Current Report on Form 8-K.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 99.1

Press Release

Star Holdings Reports Fourth Quarter and Fiscal Year 2023 Results

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NEW YORK, February 27, 2024

Star Holdings (NASDAQ: STHO) announced today that it has filed its Annual Report on Form 10-K for the year ended December 31, 2023 with the Securities and Exchange Commission.

Net income (loss) attributable to common shareholders was $66.1 million for the fourth quarter, and ($196.4) million for the year. Earnings (loss) per share was $4.96 for the fourth quarter, and ($14.74) for the year. These results reflect a non-cash market-to-market adjustment with respect to our investment in approximately 13.5 million shares of SAFE of $75.7 million, which increased earnings per share by $5.69, for the quarter, and ($171.4) million which decreased earnings per share by ($12.87), for the year.

During the fourth quarter, the Company monetized $26.2 million of land and development assets, consisting primarily of a land parcel at Asbury Park and 71 lots at Magnolia Green. Additionally, the Company transferred an ownership interest in a subsidiary land owner to a third-party venture and in exchange received a $10.6 million mezzanine note for the development of a multifamily project in Asbury Park, NJ. In addition to the Company’s mezzanine loan, the venture capitalized the project with third-party capital including $21.0 million of equity and a non-recourse $80.0 million senior construction loan, for which a subsidiary of the Company provided a completion and carry guaranty. The Company voluntarily repaid an additional $19.8 million of its Margin Loan Facility, resulting in a principal balance of $81.9 million at year end.

Further details regarding the Company's results of operations, assets and activities are available in the Company's Form 10-K for the year ended December 31, 2023 which is available for download at the Company's website www.starholdingsco.com or at the Securities and Exchange Commission website www.sec.gov.

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Star Holdings’ (NASDAQ: STHO) portfolio is comprised primarily of interests in the Asbury Park Waterfront, the Magnolia Green residential development projects and other commercial real estate properties and loans that are for sale or otherwise plan to be monetized. Star Holdings also owns shares of Safehold Inc. (NYSE: SAFE). Star Holdings expects to focus on realizing value for shareholders from its portfolio primarily by maximizing cash flows through active asset management and asset sales. Additional information on Star Holdings is available on its website at www.starholdingsco.com.

Company Contact:

Pearse Hoffmann

Senior Vice President

Capital Markets & Investor Relations

T 212.930.9400

E investors@starholdingsco.com