UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 5, 2025, Safehold GL Holdings LLC (the “Borrower”) and Safehold Inc. (the “Company”) entered into a Second Amendment to the RCF Credit Agreement (as defined below) with JPMorgan Chase Bank, N.A., as administrative agent, and the various lenders and financial institutions party thereto (the “Second Amendment”).
The Second Amendment, among other things, amends the Credit Agreement entered into by the Borrower and the Company on April 12, 2024 with JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions party thereto (as previously amended, the “RCF Credit Agreement”) to conform the financial covenants to be the same as the financial covenants in the Borrower’s previously announced unsecured term loan A facility entered into on November 25, 2025 among the Borrower, the Company, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions party thereto. Under the RCF Credit Agreement as amended by the Second Amendment (the “Amended RCF Credit Agreement”), the Company is required to comply with the following financial covenants:
| · | Ratio of Consolidated EBITDA (as defined in the Amended RCF 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 Amended RCF 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 foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, 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 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| Exhibit 104 | Cover Page Interactive File (the cover page tags are embedded with the Inline XBRL document) |
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: | December 5, 2025 |