Safehold Inc. secures $400M term loan, refinances revolver debt

Safehold Inc. entered into a new unsecured term loan A agreement for $400,000,000 through its subsidiary Safehold GL Holdings LLC.

Rhea-AI Filing Summary

Safehold Inc. entered into a new unsecured term loan A agreement for $400,000,000 through its subsidiary Safehold GL Holdings LLC. The term loans were fully drawn on November 25, 2025 and the company used the proceeds to repay approximately $400 million of borrowings under its $2.0 billion revolving credit facility, effectively terming out part of its existing debt.

The term loans mature on November 15, 2030 and include two one‑year extension options. The facility does not amortize and has an accordion feature that allows increasing or adding term loan tranches up to an aggregate of $600,000,000, subject to lender commitments and customary conditions. Interest is based on various SOFR or base rate options plus a margin that varies with the borrower’s credit rating.

The agreement includes financial covenants, including a minimum consolidated EBITDA to annualized fixed charges ratio of 1.15:1.00, a minimum total unencumbered assets to total unsecured debt ratio of 1.25:1.00, and a maximum secured debt to total asset value ratio of 50%. Safehold absolutely and unconditionally guarantees the borrower’s obligations under the agreement.

Insights

Real estate credit analyst

Safehold refinances revolver borrowings into a longer-dated $400M term loan.

Safehold Inc. has arranged an unsecured term loan A for $400,000,000, drawn in full and used to repay approximately $400 million outstanding on its $2.0 billion revolving credit facility. This shifts a portion of funding from shorter-term, more flexible revolver borrowings into a dedicated term structure that does not amortize, which can help stabilize the debt maturity ladder.

The new term loan matures on November 15, 2030 and can be extended twice for one year each, giving potential final debt tenor beyond 2030 if options are exercised. An accordion feature permits increasing or adding tranches up to an aggregate of $600,000,000, subject to lender commitments and customary conditions, which may provide additional borrowing capacity under the same framework.

Interest is based on SOFR or base rate options with margins that vary by credit rating, so the company’s borrowing cost will move with both benchmark rates and rating changes. Key leverage and coverage constraints include a minimum consolidated EBITDA to annualized fixed charges ratio of 1.15:1.00, a minimum total unencumbered assets to total unsecured debt ratio of 1.25:1.00, and a maximum secured debt to total asset value ratio of 50%. Breaches can lead to acceleration, so future filings will be important to see how comfortably Safehold maintains these covenant levels over time.

8-K Event Classification

3 items: 1.01, 2.03, 7.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

What financing did Safehold Inc. (SAFE) announce in this 8-K?

Safehold Inc., through Safehold GL Holdings LLC, entered into an unsecured term loan A agreement providing $400,000,000 of term loans for working capital and general corporate purposes.

How will Safehold use the $400 million term loan proceeds?

The company drew the $400,000,000 term loans in full on the closing date and used the proceeds to repay approximately $400 million of borrowings under its $2.0 billion revolving credit facility.

When does Safeholds new term loan mature and can it be extended?

The term loans have a maturity date of November 15, 2030 and include two one-year extension options, subject to the terms in the credit agreement.

What are the key financial covenants in Safeholds term loan credit agreement?

Covenants include a minimum consolidated EBITDA to annualized fixed charges ratio of 1.15:1.00, a minimum total unencumbered assets to total unsecured debt ratio of 1.25:1.00, and a maximum secured debt to total asset value ratio of 50%.

How is interest calculated on Safeholds new term loans?

The term loans bear interest, at the borrowers option, at SOFR term rate plus 0.850% to 1.650%, SOFR daily simple rate plus 0.850% to 1.650%, or base rate plus 0.000% to 0.650%, in each case depending on the borrowers credit rating.

Does Safehold guarantee the obligations under the term loan credit agreement?

Yes. Safehold Inc. has absolutely and unconditionally guaranteed the payment and performance of the borrowers obligations under the term loan credit agreement as and when due.

What additional capacity does the term loan credit agreement provide to Safehold?

The agreement includes an accordion feature that allows increasing or adding one or more tranches of term loans up to an aggregate amount of $600,000,000, subject to lender commitments and customary conditions.

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Accepted by SEC EDGAR 11/26/2025 - 04:14 PM Learn about SEC filing dates

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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): November 25, 2025

Safehold Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-15371		95-6881527
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1114 Avenue of the Americas,
39th Floor
New York, New York	10036
(Address of principal executive offices)	(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		SAFE		NYSE

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 25, 2025 (the “Closing Date”), Safehold GL Holdings LLC (the “Borrower”) entered into an unsecured term loan A agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions party thereto (the “Term Loan Credit Agreement”). Pursuant to the Term Loan Credit Agreement, Safehold Inc. (the “Company”) gave a guaranty pursuant to which it has absolutely and unconditionally guaranteed the payment and performance of the obligations of the Borrower under the Term Loan Credit Agreement as and when due and payable.

The Term Loan Credit Agreement provides for $400,000,000 of term loans (the “Term Loans”) for working capital and general corporate purposes with a maturity date of November 15, 2030, which includes two one-year extension options. The Term Loans were drawn in full on the Closing Date, and the Company utilized the proceeds to repay approximately $400 million of borrowings under its $2.0 billion revolving credit facility. The Term Loans do not amortize. The Term Loan Credit Agreement also includes an accordion feature to increase or add one or more tranches of term loans up to an aggregate amount of $600,000,000, subject to obtaining lender commitments and the satisfaction of certain customary conditions.

The Term Loan Credit Agreement provides that the Term Loans will bear interest, at the Borrower’s option, at the rate of (x) the SOFR term rate plus an applicable rate ranging from 0.850% to 1.650% depending on Borrower’s credit rating, (y) the SOFR daily simple rate plus an applicable margin ranging from 0.850% to 1.650% depending on the Borrower’s credit rating or (z) the base rate plus an applicable margin ranging from 0.000% to 0.650% depending on the Borrower’s credit rating.

The Company is required to comply with the following financial covenants under the Term Loan Credit Agreement:

	·	Ratio of Consolidated EBITDA (as defined in the Term Loan Credit Agreement) to annualized fixed charges not less than 1.15:1.00;
	·	Ratio of total unencumbered assets to total unsecured debt not less than 1.25:1.00; and
	·	Ratio of Secured Debt (as defined in the Term Loan Credit Agreement) of the Borrower and its restricted subsidiaries (net of unrestricted cash and cash equivalents to the extent there is an equivalent amount of Secured Debt that matures within twenty-four months of such date of determination) to total asset value not to exceed 50%.

The Term Loan Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the Borrower’s ability to (or permit certain subsidiaries to), subject to various exceptions and limitations, incur indebtedness and liens, make investments, pay dividends and enter into certain transactions. A breach of such covenants or any other event of default would entitle the administrative agent to accelerate the Borrower’s debt obligations.

The foregoing summary of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Term Loan Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 25, 2025, the Company issued a press release relating to the Term Loan Credit Agreement. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing by the Company with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
Exhibit 10.1*		Credit Agreement, dated as of November 25, 2025, among Safehold Inc., as guarantor, Safehold GL Holdings LLC, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions party thereto as lenders, arrangers and bookrunners.
Exhibit 99.1		Press Release dated November 25, 2025.
Exhibit 104		Cover Page Interactive File (the cover page tags are embedded with the Inline XBRL document)

* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

SIGNATURES

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

	Safehold Inc.
	By:	/s/ Brett Asnas
		Name:	Brett Asnas
		Title:	Chief Financial Officer

Date: November 26, 2025