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Safehold Inc. — Capital/Financing Update 2026
Mar 25, 2026
32137_rf_2026-03-25_428ad9bf-a219-4c76-9198-9d1a04a20076.zip
Capital/Financing Update
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| Calculation of Filing Fee Tables |
|---|
| S-3 |
| Safehold Inc. |
Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Maximum Aggregate Offering Price | Amount of Registration Fee | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | ||
|---|---|---|---|---|---|---|---|---|---|
| Newly Registered Securities | |||||||||
| Fees to be Paid | 1 | Equity | Common Stock, $0.01 par value per share | 457(r) | 0.0001381 | ||||
| Fees to be Paid | 2 | Equity | Preferred Stock, $0.01 par value per share | 457(r) | 0.0001381 | ||||
| Fees to be Paid | 3 | Debt | Debt Securities | 457(r) | 0.0001381 | ||||
| Fees to be Paid | 4 | Equity | Depository Shares | 457(r) | 0.0001381 | ||||
| Fees to be Paid | 5 | Other | Warrants | 457(r) | 0.0001381 | ||||
| Fees to be Paid | 6 | Other | Rights | 457(r) | 0.0001381 | ||||
| Fees to be Paid | 7 | Other | Units | 457(r) | 0.0001381 | ||||
| Fees to be Paid | 8 | Debt | Guarantees of Debt Securities of Safehold GL Holdings LLC | 457(r) | 0.0001381 | ||||
| Fees to be Paid | 9 | Debt | Safehold GL Holdings LLC Debt Securities | 457(r) | 0.0001381 | ||||
| Fees Previously Paid | |||||||||
| Carry Forward Securities | |||||||||
| Carry Forward Securities | 10 | Equity | Common Stock, $0.01 par value per share | 415(a)(6) | $ 300,000,000.00 | S-3 | 333-271113 | 04/04/2023 | $ 33,060.00 |
| Total Offering Amounts: | $ 300,000,000.00 | $ 0.00 | |||||||
| Total Fees Previously Paid: | $ 0.00 | ||||||||
| Total Fee Offsets: | $ 0.00 | ||||||||
| Net Fee Due: | $ 0.00 |
Offering Note
| 1 | An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. Includes rights to acquire common stock or preferred stock of Safehold Inc. under any shareholder rights plan then in effect, if applicable under the terms of any such plan. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of the entire registration fee. |
|---|---|
| 2 | An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. Includes rights to acquire common stock or preferred stock of Safehold Inc. under any shareholder rights plan then in effect, if applicable under the terms of any such plan. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee. |
| 3 | An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee. |
| 4 | An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee. |
| 5 | An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. The warrants covered by this registration statement may be preferred share warrants, common share warrants or depositary share warrants. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee. |
| 6 | An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee. |
| 7 | An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. Units will be registered in U.S. dollars or the equivalent thereof denominated in one or more foreign currencies or units of two or more foreign currencies or composite currencies (such as European Currency Units). In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee. |
| 8 | An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee. Safehold Inc. may fully and unconditionally guarantee the payment of principal of and premium (if any) and interest on debt securities offered by Safehold GL Holdings LLC. No separate consideration will be received for the guarantees. Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby. |
| 9 | An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee. Safehold Inc. may fully and unconditionally guarantee the payment of principal of and premium (if any) and interest on debt securities offered by Safehold GL Holdings LLC. No separate consideration will be received for the guarantees. |
| 10 | Safehold Inc. (the "registrant") previously filed a prospectus supplement, dated April 5, 2023 (the "2023 Prospectus Supplement"), pursuant to the Registration Statement on Form S-3 (Registration No. 333-271113), filed with the Securities and Exchange Commission on April 4, 2023 (the "Prior Registration Statement"), relating to the offer and sale of shares of common stock of Safehold Inc. ("common stock") having an aggregate offering price of up to $300,000,000 under an "at-the-market" program. As of the date of this registration statement, no shares of common stock have been sold under the 2023 Prospectus Supplement, and shares of common stock with a maximum aggregate offering price of $300,000,000 remain unsold (the "Carry Forward Securities"). Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Carry Forward Securities, and the registration fees totaling $33,060 that were previously paid on April 5, 2023 with respect to the Carry Forward Securities will continue to be applied to the Carry Forward Securities. Pursuant to Rule 415(a)(6), the offering of the Carry Forward Securities under the Prior Registration Statement will be deemed terminated as of the effective date of this registration statement. |
Table 2: Fee Offset Claims and Sources ☐Not Applicable
| Registrant or Filer Name | Form or Filing Type | File Number | Filing Date | Fee Paid with Fee Offset Source | ||
|---|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | ||||||
| Fee Offset Claims | ||||||
| Fee Offset Sources | ||||||
| Rule 457(p) | ||||||
| Fee Offset Sources | 1 | Safehold Inc. | S-3 | 333-271113 | 04/05/2023 | $ 3,097.73 |
| Fee Offset Sources | 2 | Safehold Inc. | S-3 | 333-271113 | 04/14/2023 | $ 13,553.74 |
| Fee Offset Sources | 3 | Safehold Inc. | S-3 | 333-271113 | 04/14/2023 | $ 17,244.82 |
Offset Note
| 1 | The registrant previously filed a prospectus supplement, dated April 5, 2023 to a prospectus, dated April 4, 2023, constituting part of the Prior Registration Statement and paid a registration fee relating to the offer and sale of 1,000,000 shares of common stock by a selling stockholder. As of the date of this registration statement, all 1,000,000 shares of common stock remain unsold under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $3,097.73 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Registration Statement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. The Prior Registration Statement will be deemed terminated as of the effective date of this registration statement. |
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| 2 | The registrant previously filed a prospectus supplement, dated April 14, 2023 to a prospectus, dated April 4, 2023, constituting part of the Prior Registration Statement and paid a registration fee relating to the offer and sale of 4,248,435 shares of common stock by certain selling stockholders. As of the date of this registration statement, all 4,248,435 shares of common stock remain unsold under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $13,553.74 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Registration Statement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. The Prior Registration Statement will be deemed terminated as of the effective date of this registration statement. |
| 3 | The registrant previously filed a prospectus supplement, dated April 14, 2023 to a prospectus, dated April 4, 2023, constituting part of the Prior Registration Statement and paid a registration fee relating to the offer and sale of 5,405,406 shares of common stock by certain selling stockholders. As of the date of this registration statement, all 5,405,406 shares of common stock remain unsold under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $17,244.82 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Registration Statement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. The Prior Registration Statement will be deemed terminated as of the effective date of this registration statement. |
Table 3: Combined Prospectuses ☑Not Applicable
Security Type Security Class Title Amount of Securities Previously Registered Maximum Aggregate Offering Price of Securities Previously Registered Form Type File Number Initial Effective Date
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