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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):
October 9, 2026
Star Holdings
(Exact name of registrant as specified in its
charter)
| Maryland |
|
001-41572 |
|
37-6762818 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
|
One Penn Plaza
51st Floor
New York, New York |
|
|
|
10119 |
| (Address of principal executive offices) |
|
|
|
(Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (212) 930-9400
1114 Avenue of the Americas,
39th Floor
New York, NY 10036
(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 shares of beneficial interest, $0.001 par value |
|
STHO |
|
Nasdaq Global Market |
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 x
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
October 9, 2026, STAR Investment Holdings SPV LLC (“STAR SPV”), a wholly-owned subsidiary of Star Holdings (the
"Company"), as borrower, entered into Amendment No. 5 (“Amendment No. 5”) to its margin loan agreement with Morgan
Stanley Senior Funding, Inc. as administrative agent, Morgan Stanley & Co. LLC, as calculation agent, and Morgan Stanley Bank N.A.,
as initial lender. Amendment No. 5, among other things: (i) reduces the "Share Price Trigger Threshold" that would trigger a
mandatory prepayment of the margin loan from $10.00 to $8.00 with respect to the underlying collateral shares of Safehold common stock;
(ii) terminates the delayed draw commitment of up to $15.8 million, which was undrawn at the date of the amendment; and (iii) lowers
the loan-to-value ratios that would require STAR SPV to post additional collateral with the lender or permit STAR SPV to request a release
of collateral under the agreement.
Before giving effect to Amendment No. 5, the Margin
Loan Facility had an outstanding principal balance of approximately $46.5 million. The Margin Loan Facility is secured by a first priority
pledge of the shares of Safehold common stock beneficially owned by Star Holdings.
The description of Amendment No. 5 does not purport
to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is included or incorporated by reference
as an exhibit to this Current Report and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment No. 5 to Margin Loan Agreement, dated as of October 9,
2026, by and among Star Investment Holdings SPV LLC, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc. and Morgan Stanley
& Co. LLC. (including an amended version of the Margin Loan Agreement, dated as of March 31, 2023, reflecting all previous amendments).* |
| |
|
|
| 104 |
|
Inline XBRL for the cover page of this Current Report on Form 8-K. |
| |
|
|
| |
|
*Certain portions of this exhibit have been redacted pursuant to Item
601(b)(10)(iv) of Regulation S-K. |
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.
Date: October 9, 2026
| |
Star Holdings |
| |
|
| |
By: |
/s/ Brett Asnas |
| |
|
Name: |
Brett Asnas |
| |
|
Title: |
Chief Financial Officer (principal financial officer) |
