Star Holdings 2024年度报告

FORM10-K Star Holdings Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T duringthe preceding 12months (or for such shorter period that the registrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See definitions of "large accelerated filer," "accelerated filer," "smallerreporting company," and "emerging growth company" in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section13(a)of the Exchange Act. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate bycheck mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the registrant’s 2025Annual Meeting, to be filed within 120days after the close of the registrant’s fiscalyear,are incorporated by reference into PartIII of this Annual Report on Form10-K. TABLE OF CONTENTS PARTI Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PARTII Item5.Market for Registrant’s Equity, Related Stock Matters and Issuer Purchase of Equity Securities21Item 6.RESERVED21Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item7A.Quantitative and Qualitative Disclosures about Market Risk28Item8.Financial Statements and Supplementary Data29Item9.Changes and Disagreements with Registered Public Accounting Firm on Accounting and FinancialDisclosure68Item9A.Controls and Procedures68Item9B.Other Information68Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections68 PARTIII Item10.Directors, Executive Officers and Corporate Governance of the Registrant69Item11.Executive Compensation69Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters69Item13.Certain Relationships, Related Transactions and Director Independence69Item14.Principal Accountant Fees and Services69 PARTIV PARTI Item1.Business Explanatory Notefor Purposes of the "Safe Harbor Provisions" of Section21E of the Securities Exchange Act of1934, as amended Certain statements in this report, other than purely historical information, including estimates, projections,statements relating to our business plans, objectives and expected operating results, and the assumptions upon which thosestatements are based,are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Actof 1995, Section27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section21E of the SecuritiesExchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are included with respect to, amongother things,Star Holdings (“we,” “our” and/or the “Company”) current business strategy, portfolio management,prospects and liquidity.These forward-looking statements generally are identified by the words "believe," "project,""expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue,""will likely result," and similar expressions. Forward-looking statements are based on current expectations andassumptions that are subject to risks and uncertainties which may cause actual results or outcomes to differ materially fromthose contained in the forward-looking statements. Important factors that the Company believes might cause suchdifferences are discussed in the section entitled, "Risk Factors" in PartI, Item1A of this Form10-K or otherwiseaccompany the forward-looking statements contained in this Form10-K. We undertake no obligation to update or revisepublicly any forward-looking statements, whether as a result of new information, future events or otherwise. In assessingall forward-looking statements, readers are urged to read carefully all cautionary statements contained in this Form10-K. Company Background Star Holdings was formed to succeed to the legacy non-ground lease real estate assets of iStar Inc. (“iStar”). OnMarch 31, 2023, iStar completed