v3.26.3
Debt Obligations, net
9 Months Ended
Sep. 30, 2026
Debt Obligations, net  
Debt Obligations, net

Note 9—Debt Obligations, net

The Company’s debt obligations were as follows ($ in thousands):

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Carrying Value as of 

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Stated 

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Scheduled 

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  ​ ​ ​

September 30, 2026

  ​ ​ ​

December 31, 2025

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Interest Rates

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Maturity Date

Debt obligations:

 

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Safe Credit Facility

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$

115,000

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$

115,000

​

8.00

%

March 2029

Margin Loan Facility(1)

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46,524

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91,087

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SOFR plus 3.50

%

March 2028

Senior Construction Mortgage Loan(2)

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—

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64,270

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—

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—

Total debt obligations

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161,524

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270,357

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  ​

 

  ​

Debt discounts and deferred financing costs, net

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(2,993)

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(1,636)

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  ​

 

  ​

Total debt obligations, net(3)

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$

158,531

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$

268,721

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(1)The Company has the option to pay interest in kind (“PIK”) on its quarterly interest payments and such PIK is added to the principal balance on the Margin Loan Facility. The applicable margin on the Margin Loan Facility increases by 25 basis points for the entirety of the interest period immediately succeeding any interest period with respect to which the Company makes a PIK election.
(2)Refer to Note 5.
(3)During the three months ended September 30, 2026 and 2025, the Company capitalized interest expense on qualifying real estate assets of $0.2 million and $1.2 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company capitalized interest expense on qualifying real estate assets of $0.5 million and $3.8 million, respectively.

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Future Scheduled Maturities—As of September 30, 2026, future scheduled maturities of outstanding debt obligations, assuming all extensions that can be exercised at the Company’s option, are as follows ($ in thousands):

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2026 (remaining three months)

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$

—

2027

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—

2028

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46,524

2029

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115,000

2030

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—

Thereafter

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—

Total principal maturities

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161,524

Unamortized discounts and deferred financing costs, net

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(2,993)

Total debt obligations, net

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$

158,531

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Safe Credit Facility—In connection with the Spin-Off, on March 31, 2023, the Company, as borrower, entered into a credit agreement with Safe for a secured term loan with an outstanding principal amount of $115.0 million, plus up to $25.0 million in incremental borrowing capacity for specified purposes (as amended on March 28, 2025 and September 29, 2026, and as may be further amended from time to time, the "Safe Credit Facility").

Interest on borrowings under the Safe Credit Facility is payable in cash and accrues interest at a rate of (x) 8.00% per annum or (y) to the extent any loan remains outstanding under an incremental facility available under the Safe Credit Facility at such time, 10.00% per annum, as applicable. Amounts outstanding under the Safe Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty.

On September 29, 2026, the Company and Safe further amended the Safe Credit Facility that, among other things, (i) extends the maturity date of the Safe Credit Facility by one year to March 31, 2029, with the option for the Company to extend the maturity date to September 30, 2029, subject to the satisfaction of certain conditions, including the payment of an extension fee equal to 0.5% of the then outstanding loans, and with the interest rate on outstanding borrowings increasing 1.0% per annum during the extension period; (ii) permits the Company to make one or more voluntary prepayments of up to $50.0 million in the aggregate, plus the amount of any restricted cash held by the Margin Loan Facility (see below) lender on its Margin Loan Facility that is currently secured by all of the shares of Safe common stock owned by the Company; and (iii) provides a new restricted payments basket that will permit the Company to repurchase

up to $10.0 million of its common shares for cash after the Company has prepaid its Margin Loan Facility by at least $40.0 million (exclusive of prepayments using restricted cash held by the Margin Loan Facility lender). The Company paid Safe a maturity extension fee of $2.4 million in October 2026 in connection with the amendment.

During the three months ended September 30, 2026 and 2025, the Company incurred $2.4 million and $2.4 million, respectively, of interest expense gross of amounts capitalized on the Safe Credit Facility, which is included in “Interest expense” in the Company’s consolidated statements of operations. During the nine months ended September 30, 2026 and 2025, the Company incurred $7.1 million and $7.1 million, respectively, of interest expense gross of amounts capitalized on the Safe Credit Facility, which is included in “Interest expense” in the Company’s consolidated statements of operations.

Margin Loan Facility—On March 31, 2023, STAR Investment Holdings SPV LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("STAR SPV"), as borrower, entered into a margin loan agreement providing for a three-year, $140.0 million senior secured margin loan facility (as amended on March 28, 2025 and October 9, 2026, and as may be further amended from time to time, the "Margin Loan Facility"), with Morgan Stanley Senior Funding, Inc., as administrative agent, Morgan Stanley & Co. LLC, as calculation agent, and Morgan Stanley Bank, N.A., as initial lender. During the three and nine months ended September 30, 2026, the Company voluntarily repaid $48.0 million of the Margin Loan Facility. The Margin Loan Facility is secured by a first priority pledge of the Safe Shares and has a principal balance of $46.5 million as of September 30, 2026.

Interest on the Margin Loan Facility is payable in cash; provided, that STAR SPV may, at its option, elect that the interest for any future interest period be paid-in-kind. Amounts outstanding under the Margin Loan Facility accrue interest at a rate equal to term SOFR for a three-month tenor plus a spread. Amounts outstanding under the Margin Loan Facility may be prepaid at any time upon prior notice, in whole or in part, subject to the payment of any applicable make-whole amount.

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On October 9, 2026, STAR SPV further amended the Margin Loan Facility that, among other things: (i) reduces the price that would trigger a mandatory prepayment of the Margin Loan Facility from $10.00 to $8.00 with respect to the underlying collateral shares of Safe common stock; (ii) terminates the delayed draw commitment of up to $15.8 million, which was undrawn at the date of the amendment; and (iii) lowers the loan-to-value ratios that would require STAR SPV to post additional collateral with the lender or permit STAR SPV to request a release of collateral under the agreement.

Senior Construction Mortgage Loan—In December 2023, the Venture (refer to Note 5) entered into an $80.0 million senior construction mortgage loan (the “Loan”). The Loan was interest only during the term and accrued interest at SOFR + 6.85% (with a SOFR floor of 3.65%) and featured a 1.0% origination fee and a 1.85% exit fee, both on the total loan commitment. A subsidiary of the Company provided a completion and carry guaranty on the Loan and was required to maintain a minimum net worth and a minimum liquidity amount both prior to and after the completion of the Project while the Loan was outstanding. The Company deconsolidated the Venture and the Loan in March 2026 (refer to Note 5).

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Debt Covenants—The Safe Credit Facility requires that the Company comply with various covenants, including, without limitation, covenants restricting, subject to certain exceptions, indebtedness, liens, investments, mergers, asset sales and the payment of certain dividends. Additionally, the Safe Credit Facility includes customary representations and warranties as well as customary events of default, the occurrence of which, following any applicable grace period, would permit Safe to, among other things, declare the principal, accrued interest and other obligations of the Company under the Safe Credit Facility to be immediately due and payable and foreclose on the collateral securing the Safe Credit Facility.

The Margin Loan Facility requires that STAR SPV comply with various covenants, including, without limitation, covenants restricting, subject to certain exceptions, indebtedness, liens, investments and the payment of dividends. Additionally, the Margin Loan Facility includes customary representations and warranties, events of default and other creditor protections for this type of facility. Upon the occurrence of certain events which are customary for this type of facility, STAR SPV may be required to prepay all amounts due under the Margin Loan Facility or post additional collateral in accordance with the Margin Loan Facility and related agreements.

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As of September 30, 2026, the Company was in compliance with all of its financial covenants.