Star Holdings (NASDAQ: STHO) posts $64.2M 2025 net loss on SAFE mark-to-market

Rhea-AI Filing Summary

Star Holdings filed a Form 8-K to share its fourth-quarter and full-year 2025 results and note that it has filed its Annual Report on Form 10-K. For the quarter, net loss attributable to common shareholders was $19.1 million, or ($1.51) per share. For the full year, net loss was $64.2 million, or ($4.90) per share.

A major driver was a non-cash mark-to-market adjustment on about 13.5 million SAFE shares, reducing earnings by $24.3 million (or $1.93 per share) in the quarter and $64.8 million (or $4.94 per share) for the year. In the fourth quarter, the company sold a land parcel in Asbury Park for $12.7 million, generating an $11.8 million profit, received full repayment of a $15.0 million loan on a California property, and repurchased about 0.6 million common shares for $4.5 million at an average price of $7.74.

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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 17, 2026

Star Holdings

(Exact name of registrant as specified in its charter)

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Maryland	001-41572	37-6762818
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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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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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

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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 17, 2026, Star Holdings issued an earnings release for the fourth quarter and fiscal year ended December 31, 2025. 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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​	​	​	Star Holdings
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Date:	February 17, 2026	By:	/s/ BRETT ASNAS
​	​	​	Brett Asnas
​	​	​	Chief Financial Officer
​	​	​	(principal financial officer)

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Exhibit 99.1

Press Release

Star Holdings Reports Fourth Quarter and Fiscal Year 2025 Results

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NEW YORK, February 17, 2026

Star Holdings (NASDAQ: STHO) announced today that it has filed its Annual Report on Form 10-K for the year ended December 31, 2025 with the Securities and Exchange Commission.

Net income (loss) attributable to common shareholders was ($19.1) million for the fourth quarter, and ($64.2) million for the year. Earnings (loss) per share was ($1.51) for the fourth quarter, and ($4.90) 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 ($24.3) million, which decreased earnings per share by ($1.93), for the quarter, and ($64.8) million, which decreased earnings per share by ($4.94), for the year.

During the fourth quarter, the Company sold a land parcel in Asbury Park for $12.7 million resulting in a profit of $11.8 million, received the full repayment of a $15.0 million loan on a California property, and repurchased approximately 0.6 million shares of its outstanding common stock for $4.5 million at an average share price of $7.74.

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, 2025 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

Head of Corporate Finance

T 212.930.9400

E investors@starholdingsco.com

1114 Avenue of the Americas

New York, NY 10036 T 212.930.9400

E investors@starholdingsco.com

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FAQ

What did Star Holdings (STHO) report for Q4 2025 earnings?

Star Holdings reported a Q4 2025 net loss attributable to common shareholders of $19.1 million, or ($1.51) per share. Results were heavily influenced by a non-cash mark-to-market adjustment on SAFE shares, which reduced quarterly earnings by $24.3 million, or $1.93 per share.

What were Star Holdings’ (STHO) full-year 2025 results?

For full-year 2025, Star Holdings reported a net loss attributable to common shareholders of $64.2 million, or ($4.90) per share. A non-cash mark-to-market adjustment on SAFE shares reduced annual earnings by $64.8 million, or $4.94 per share, significantly affecting reported results.

How did the SAFE investment impact Star Holdings’ 2025 earnings?

Star Holdings’ investment in approximately 13.5 million SAFE shares caused a non-cash mark-to-market loss of $24.3 million in Q4 and $64.8 million for 2025. This reduced earnings per share by $1.93 for the quarter and $4.94 for the year, driving much of the reported loss.

What asset sale did Star Holdings (STHO) complete in Q4 2025?

During Q4 2025, Star Holdings sold a land parcel in Asbury Park for $12.7 million, generating a profit of $11.8 million. This transaction is part of its strategy to monetize real estate assets and realize value from its portfolio through asset sales and active management.

Did Star Holdings (STHO) repurchase any shares in Q4 2025?

Yes. In Q4 2025, Star Holdings repurchased approximately 0.6 million shares of its outstanding common stock for $4.5 million. The average repurchase price was $7.74 per share, reducing the share count as part of capital allocation decisions during the quarter.

What other cash events occurred for Star Holdings (STHO) in Q4 2025?

In addition to an Asbury Park land sale, Star Holdings received full repayment of a $15.0 million loan on a California property. These cash inflows, combined with share repurchases, reflect ongoing efforts to monetize assets and manage the company’s real estate-focused portfolio.

Where can investors find more details on Star Holdings’ 2025 performance?

More detail is available in Star Holdings’ Form 10-K for the year ended December 31, 2025. The report can be downloaded from www.starholdingsco.com or the SEC’s website at www.sec.gov, providing comprehensive information on operations, assets, and activities.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 8.9 KB

Other Documents

• EX-101 EX-101.SCH 34.1 KB