Safehold (NYSE: SAFE) CEO gets 90,149-share award, with 40,825 withheld for tax

Rhea-AI Filing Summary

Safehold Inc. Chairman and CEO Jay Sugarman reported equity compensation and related tax withholding in common stock. He was granted 90,149 shares as an annual incentive award, with 40,825 shares withheld to cover taxes, resulting in a net 49,324 fully vested shares issued to him.

After these transactions, he directly owned 1,853,946 common shares. The filing also reports indirect holdings of 9,590 shares by his spouse, 184,360 shares by family trusts, and 169,943 shares by a foundation as of the reported date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SUGARMAN JAY

(Last) (First) (Middle)

1114 AVENUE OF THE AMERICAS, 39TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Safehold Inc. [ SAFE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		A		90,149(1)	A	$0	1,853,946	D
Common Stock	02/27/2026		F		40,825(1)	D	$0	1,853,946	D
Common Stock								9,590	I	By Spouse
Common Stock								184,360	I	By Family Trusts
Common Stock								169,943	I	By Foundation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person has been issued 90,149 shares of common stock ("Shares") of Safehold Inc. (NYSE: SAFE) in connection with an annual incentive award. After deducting 40,825 Shares for applicable tax withholding, the Reporting Person received a net amount of 49,324 Shares. These Shares are fully vested.

	Austin Lee, as Attorney-in-Fact for Jay Sugarman	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Safehold (SAFE) CEO Jay Sugarman report in this Form 4?

Jay Sugarman reported an equity award and related share withholding. He received 90,149 Safehold common shares as an annual incentive award, with a portion withheld for taxes, and updated his direct and indirect ownership positions in the company’s stock.

How many Safehold (SAFE) shares were granted to the CEO in this award?

The CEO was granted 90,149 Safehold common shares as an annual incentive award. According to the filing footnote, these shares were issued in stock form, are fully vested, and represent compensation rather than an open-market purchase of shares.

How many Safehold (SAFE) shares were withheld for taxes from the CEO’s award?

The filing shows 40,825 Safehold shares were withheld to cover applicable tax obligations. After this tax-withholding disposition, the CEO received a net 49,324 fully vested shares from the 90,149-share annual equity incentive award reported in the transaction footnote.

What is Jay Sugarman’s direct ownership in Safehold (SAFE) after these transactions?

After the reported award and tax withholding, Jay Sugarman directly owned 1,853,946 Safehold common shares. This total reflects his updated direct holdings following the grant of 90,149 shares and the withholding of 40,825 shares for tax liabilities.

What indirect Safehold (SAFE) holdings related to the CEO are disclosed?

The Form 4 discloses indirect holdings of 9,590 shares held by his spouse, 184,360 shares held by family trusts, and 169,943 shares held by a foundation. These positions are reported as indirect ownership interests associated with the CEO as of the transaction date.

Were the newly granted Safehold (SAFE) shares to the CEO vested?

Yes. The footnote states that the 90,149 Safehold shares issued as an annual incentive award are fully vested. After tax withholding of 40,825 shares, the CEO received a net 49,324 vested shares added to his direct ownership position.