Safehold Reports Inducement Awards Under NYSE Listing Rule 303A.08

Rhea-AI Summary

Safehold (NYSE: SAFE) announced that on December 1, 2025 its Compensation Committee granted 853,076 inducement restricted stock units to Michael Trachtenberg upon his hiring as President. The awards include performance-based and time-based components: one performance award vests on achievement of stock-price hurdles (the final hurdle equals a 249% increase versus the November 28, 2025 close) over a five-year performance period (December 1, 2025 to February 15, 2031) and requires continued employment plus a ground-lease origination threshold; a second performance award vests on affordable-housing commitment dollar targets over three years; and a one-time time-based award vests in five equal annual installments subject to continued employment.

Contact: Pearse Hoffmann, Head of Corporate Finance; investor email provided.

Positive

• New President appointed: Michael Trachtenberg hired
• 853,076 share awards align executive pay with performance
• Stock-price hurdles (final hurdle +249%) tie rewards to shareholder returns

Negative

• 853,076 shares granted may increase dilution risk for shareholders
• Long performance periods (up to Feb 15, 2031) delay potential shareholder benefit realization

News Market Reaction

-2.12%

1 alert

-2.12% News Effect

On the day this news was published, SAFE declined 2.12%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Inducement RSUs: 853,076 shares Final stock hurdle: 249% increase Five-year period: Dec 1, 2025–Feb 15, 2031 +2 more

5 metrics

Inducement RSUs 853,076 shares Aggregate performance- and time-based inducement awards to new President

Final stock hurdle 249% increase Increase over November 28, 2025 closing price for performance award

Five-year period Dec 1, 2025–Feb 15, 2031 Performance period for stock price–based inducement award

Three-year period Three years Performance period for affordable housing commitment-based award

Time-based vesting Five equal annual installments Vesting schedule for one-time sign-on inducement award

Market Reality Check

Price: $14.12 Vol: Volume 463,813 is slightl...

normal vol

$14.12 Last Close

Volume Volume 463,813 is slightly above the 20-day average of 424,075, suggesting modestly elevated trading interest ahead of this governance update. normal

Technical SAFE traded below its 200-day MA of 15.57 with a pre-news price of 14.01, reflecting a longer-term downtrend despite the latest executive compensation announcement.

Peers on Argus

Peer REITs showed mixed moves, with GNL, AHH, GOOD, and CTO down between 0.09% a...

Peer REITs showed mixed moves, with GNL, AHH, GOOD, and CTO down between 0.09% and 0.73%, while AAT rose 0.31%. SAFE’s slight 0.58% gain appears more stock-specific than part of a broad sector trend.

Historical Context

5 past events · Latest: Dec 03 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Inducement RSU grants	Neutral	-2.1%	Large performance- and time-based RSUs granted to new President as inducement.
Dec 01	Leadership appointment	Positive	-3.0%	Appointment of Michael Trachtenberg as President with extensive real estate experience.
Nov 25	Unsecured term loan	Positive	+0.1%	$400 million unsecured term loan to refinance debt and enhance liquidity.
Nov 24	Credit rating upgrade	Positive	+3.9%	S&P upgrade to A- with stable outlook highlighting asset quality and stability.
Nov 07	Affiliate earnings	Neutral	+3.4%	Star Holdings Q3 results including mark-to-market impact on SAFE share investment.

Pattern Detected

Recent positive corporate finance and rating news tended to see aligned or mildly positive price reactions, while leadership and compensation-related announcements saw negative reactions, indicating some investor caution around governance and leadership changes.

Recent Company History

Over the last month, Safehold reported several material updates. A credit rating upgrade to A- and a $400 million unsecured term loan with maturity to November 15, 2030 were followed by small positive price moves. In contrast, the appointment of Michael Trachtenberg as President on December 1, 2025 and today’s 853,076-share inducement RSU grant coincided with negative price reactions of -3.03% and -2.12%, suggesting investors reacted more warily to leadership and compensation developments than to balance sheet and ratings improvements.

Market Pulse Summary

This announcement detailed 853,076 inducement restricted stock units for the new President, split be...

Analysis

This announcement detailed 853,076 inducement restricted stock units for the new President, split between performance-based and time-based awards with multi-year vesting and demanding stock price and business thresholds. Recent history shows investors responded positively to credit upgrades and a $400 million term loan, but more cautiously to leadership and compensation changes. Observers may track future filings and performance milestones tied to these awards to gauge alignment with shareholder outcomes.

Key Terms

restricted stock unit, inducement awards, ground lease, real estate investment trust, +1 more

5 terms

restricted stock unit financial

"grants of performance-based inducement restricted stock unit awards and time-based award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

inducement awards financial

"covering an aggregate of 853,076 shares of Safehold common stock (the "Inducement Awards")"

Inducement awards are special bonuses given to new employees to encourage them to join a company, often in the form of stock or money. They matter because they can motivate talented people to choose one company over another and help align their success with the company's growth. Think of it like a signing bonus to seal the deal.

ground lease financial

"the Company's attainment of a ground lease origination threshold"

A ground lease is a long-term agreement where someone rents land from the owner, often for many decades. The person renting can build on or develop the land, but they don’t own it outright; the land remains owned by someone else. This matters because it affects how property is used and who benefits from its future value.

real estate investment trust financial

"The Company, which is taxed as a real estate investment trust (REIT)"

A real estate investment trust (REIT) is a company that owns and manages income-producing properties—like apartment buildings, shopping centers, offices, or warehouses—and is required to pass most of its rental income to shareholders as dividends. Think of it as a shared property owner: instead of buying a whole building, investors buy a slice of a portfolio that pays regular income and can offer exposure to property values and rental markets without direct management. REITs matter to investors for predictable income, diversification, and liquidity compared with owning physical real estate.

reit financial

"which is taxed as a real estate investment trust (REIT), seeks to deliver"

A real estate investment trust (REIT) is a company that owns, operates, or finances income-producing real estate, like shopping centers, apartments, or office buildings. For investors, REITs offer a way to invest in real estate without having to buy property directly, often providing regular income through dividends. They function like a mutual fund for real estate, making it easier for people to add property investments to their portfolio.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 3, 2025 /PRNewswire/ -- Safehold Inc. (NYSE: SAFE) (the "Company" or "Safehold") announced that on December 1, 2025, the Compensation Committee of Safehold's Board of Directors approved the grants of performance-based inducement restricted stock unit awards and time-based award covering an aggregate of 853,076 shares of Safehold common stock (the "Inducement Awards") to Mr. Michael Trachtenberg ("Mr. Trachtenberg"), Safehold's new President. The Inducement Awards were granted as inducements material to Mr. Trachtenberg's entering into employment with Safehold, as Mr. Trachtenberg was neither previously an employee of Safehold nor a former employee returning upon a bona fide period of non-employment, in accordance with New York Stock Exchange Listing Rule 303A.08.

The performance-based Inducement Award will be earned based on the Company's attainment of certain stock price hurdles (with the last stock price hurdle equaling to a 249% increase over the closing stock price on November 28, 2025) over a five-year period (commencing on December 1, 2025 and ending on February 15, 2031) and will vest subject to Mr. Trachtenberg's continuous employment through the end of the performance period and the Company's attainment of a ground lease origination threshold. The other performance-based Inducement Award will vest based on certain dollar value of commitments for the Company's affordable housing business over a three-year period. The time-based Inducement Award is a one-time sign-on award that will vest in five equal annual installments, subject to Mr. Trachtenberg's continuous employment in good standing on each vesting date.

About Safehold:

Safehold Inc. (NYSE: SAFE) is revolutionizing real estate ownership by providing a new and better way for owners to unlock the value of the land beneath their buildings. Having created the modern ground lease industry in 2017, Safehold continues to help owners of high quality multifamily, office, industrial, hospitality, student housing, life science and mixed-use properties generate higher returns with less risk. The Company, which is taxed as a real estate investment trust (REIT), seeks to deliver safe, growing income and long-term capital appreciation to its shareholders. Additional information on Safehold is available on its website at www.safeholdinc.com.

Company Contact: 

Pearse Hoffmann
Senior Vice President
Head of Corporate Finance 
T 212.930.9400
E investors@safeholdinc.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/safehold-reports-inducement-awards-under-nyse-listing-rule-303a08-302630970.html

SOURCE Safehold

FAQ

What inducement awards did Safehold (NYSE: SAFE) grant to its new President on December 1, 2025?

Safehold granted an aggregate of 853,076 restricted stock units, including performance- and time-based awards.

How is the performance-based inducement award for Michael Trachtenberg tied to Safehold stock price?

One performance award vests if Safehold meets stock-price hurdles over five years, with the final hurdle equal to a 249% increase from the Nov 28, 2025 close.

When does the five-year performance period for the Safehold stock-price award start and end?

The performance period commences on Dec 1, 2025 and ends on Feb 15, 2031.

What conditions besides stock price affect vesting of Safehold's performance award for the new President?

Vesting also requires Mr. Trachtenberg's continuous employment through the performance period and attainment of a ground lease origination threshold.

How does the time-based inducement award for Safehold's new President vest?

The time-based award is a one-time sign-on grant that vests in five equal annual installments, subject to continuous employment in good standing.

What performance metric applies to the second performance-based award for Safehold's affordable housing business?

The second performance award vests based on achieving certain dollar-value commitments for the company's affordable housing business over a three-year period.