🧾 What This Document Is — A Guide to Voting Your Shares

This is Star Holdings' official "Proxy Statement" for its 2026 Annual Shareholder Meeting. Think of it as an instruction manual and ballot for shareholders. Its main job is to ask you to vote on two key proposals:

1. Proposal 1: Elect three people to the Board of Trustees.
2. Proposal 2: Approve the company's accounting firm, Deloitte & Touche.

The meeting is virtual on May 21, 2026, at 9 a.m. ET. To vote, you must have owned shares by March 27, 2026.

👉 Why it matters: Your vote shapes the company's leadership and financial oversight. Even if you can't attend, vote your shares by mail, phone, or online to be counted.

🏢 What The Company Does — A Real Estate Asset Holder

In simple terms: Star Holdings (STHO) is a company that holds and manages real estate assets. It doesn't have employees of its own. Instead, it pays a fee to an external manager, Safehold Management Services Inc. (a subsidiary of Safehold Inc.), to run everything day-to-day.

The company's strategy involves managing and eventually "monetizing" (selling or converting) its assets. Its current focus is on liquidity and risk management as it works through this process.

👉 Why it matters: Understanding that STHO is essentially a portfolio of assets managed by another company is key. Its performance and costs are heavily tied to this management relationship.

💰 Financial Highlights — Fees & Funding

The company's main cost is its Management Fee paid to Safehold. This fee is scheduled to decrease over time:

• $25.0M for the year ending March 31, 2024
• $15.0M for the year ending March 31, 2025
• $10.0M for the year ending March 31, 2026
• $7.5M for the year ending March 31, 2027
• 2.0% of asset value thereafter

The company also has a $115 million credit facility (a loan) from its manager, Safe. This loan has an 8% interest rate and is secured by the company's property holdings. In 2025, STHO paid $9.5 million in interest on this loan.

👉 Why it matters: The declining management fee reflects the company's winding-down operational phase. The significant debt to its own manager creates a complex financial relationship.

👥 Board & Governance — Who Runs the Show?

Star Holdings is governed by a Board of Trustees, not directors. All trustees are independent, meaning they have no material relationship with the company outside their board role.

• The Candidates: You're asked to elect three nominees: Clifford De Souza, Richard Lieb, and Nina Matis.
• Leadership: Nina Matis serves as the Lead Trustee, presiding over meetings and acting as a liaison.
• Committees: The Board has three key committees, all made up of independent trustees:
  • Audit Committee (Chair: Clifford De Souza)
  • Compensation Committee (Chair: Nina Matis)
  • Nominating and Corporate Governance Committee (Chair: Richard Lieb)

👉 Why it matters: A fully independent board is designed to provide unbiased oversight, especially important since the company is managed by an external entity with its own interests.

💼 Executive Changes & Compensation — Outsourced Leadership

The company's top executives—CEO Jay Sugarman, President Michael Trachtenberg, and CFO Brett Asnas—are actually employees of the manager, Safehold. Star Holdings does not pay them directly. Their compensation is set by Safehold and is not detailed here.

The only compensation disclosed is for the trustees, who each receive a $150,000 annual cash retainer.

A Key Risk: If Star Holdings terminates its management agreement with Safehold before March 31, 2027, it must pay a termination fee of up to $55 million.

👉 Why it matters: The company's leadership is financially tied to its manager, not directly to STHO shareholders. The hefty termination fee creates a significant financial barrier to changing managers.

🔮 What's Next — Focused on Asset Monetization

The company's stated priority is the monetization of its assets, managing liquidity, and overseeing risk. The decreasing management fee structure aligns with a company that is managing existing assets rather than growing new ones. Shareholder engagement has focused heavily on this strategic direction.

👉 Why it matters: Investors should view STHO as a company in a managed run-off or transformation phase, not in a growth phase. Future value depends on how successfully and profitably it can sell or convert its properties.

⚖️ Big Picture — Strengths & Risks

👍 Strengths:

• Independent Oversight: A fully independent board and committees provide strong governance.
• Clear Strategic Focus: The goal of monetizing assets is clearly communicated.
• Established Management: Has an experienced (though external) management team in Safehold.

⚠️ Risks:

• Manager Dependency: The company is entirely reliant on Safehold for operations and leadership.
• Complex Conflicts: Key relationships (manager, lender, major shareholder) are all with Safehold entities, creating potential conflicts of interest.
• Financial Structure: High debt cost (8% interest) to its manager and potential termination fees limit financial flexibility.
• Market Risk: Value is tied to real estate markets and the successful execution of its asset sales.

🧠 The Analogy — The Condo Association

Star Holdings is like a condo association that has hired a property management company to handle everything. The unit owners (shareholders) elect a board (trustees) to oversee the management company. The board's main jobs are to ensure the management company is doing its job, approve big decisions, and figure out the best way to maintain or sell the building's common assets to return value to the owners. The twist is that the management company is also the building's biggest lender and a major unit owner itself.

🧩 Final Takeaway

Star Holdings is a real estate asset-holder in a managed wind-down phase, governed by an independent board but operationally controlled by its manager, Safehold, which also acts as its lender and a major shareholder. Your vote on trustees and auditors is crucial for maintaining oversight in this complex structure.