Safehold Inc美股招股说明书(2026-03-25版)

4,248,435 Shares Safehold Inc. Common Stock This prospectus supplement and the accompanying prospectus relate to the potential offer and sale fromtime to time of up to 4,248,435 shares of our common stock, $0.01 par value per share (“common stock”),by the selling stockholders identified in this prospectus supplement. The selling stockholders identified in this prospectus supplement (which term as used herein includestheir pledgees, donees, transferees, or other successors in interest) may offer the securities from time to timeas they may determine directly or through underwriters, broker-dealers or agents and in one or more publicor private transactions and at fixed prices, prevailing market prices, at prices related to prevailing marketprices or at negotiated prices. If the securities are sold through underwriters, broker-dealers or agents, theselling stockholders will be responsible for underwriting discounts or commissions or agents’ commissions.See the sections entitled “Plan of Distribution” and “About this Prospectus Supplement” for moreinformation. We will not receive any proceeds from the sale of our common stock by the selling stockholders buthave agreed to pay certain expenses incurred in connection with the registration of the 4,248,435 shares ofcommon stock offered by this prospectus supplement, including among other things, certain registration andfiling fees, fees and expenses of compliance with securities or blue sky laws, fees and expenses incurred inconnection with the listing of the shares on the NYSE and printing and distribution expenses. The sellingstockholders will pay any underwriting discounts and commissions and expenses they incur for brokerage,accounting, tax or legal services or any other expenses they incur in disposing of the shares. Our common stock is listed on the New York Stock Exchange under the trading symbol “SAFE.” Thelast reported sale price of our common stock on the New York Stock Exchange on March24, 2026 was$13.93 per share. We have elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income taxpurposes, commencing with our taxable year ended December31, 1998. Shares of our common stock are,with certain exceptions, subject to a 9.8% ownership limitation to, among other things, assist us inqualifying and maintaining our qualification as a REIT. In addition, our charter contains various otherrestrictions on the ownership and transfer of shares of our common stock. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on pageS-5ofthis prospectus supplement and the information set forth in our filings under the Securities Exchange Act of1934, as amended, that are incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state or other securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is March25, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2OUR COMPANYS-4RISK FACTORSS-5USE OF PROCEEDSS-6SELLING STOCKHOLDERSS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-10EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCES-12 Prospectus PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE4THE COMPANY6RISK FACTORS7GUARANTOR DISCLOSURES8USE OF PROCEEDS9DESCRIPTION OF CAPITAL STOCK10DESCRIPTION OF DEBT SECURITIES19DESCRIPTION OF OTHER SECURITIES28GLOBAL SECURITIES29SELLING SECURITYHOLDERS33MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER ANDBYLAWS34FEDERAL INCOME TAX CONSIDERATIONS40PLAN OF DISTRIBUTION66LEGAL MATTERS67EXPERTS67 You should rely only on the information contained or incorporated by reference in this prospectussupplement or the accompanying prospectus. We have not, and the selling stockholders have not, authorizedany other person to provide you with different or additional information. If anyone provides you withdifferent or additional information, you should not rely on it. This prospectus supplement and theaccompanying prospectus are not making an offer to sell or solicitation to buy these securities in anyjurisdiction where the offer or sale is not permitted. You should not assume that the information containedor incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate asof any date other than the date on the front of each document. Our business, financial position, cash flows,liquidity, results of operations and prospects may have changed since those dates. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which relates to thepotential off