Jay Sugarman - 20 Mar 2023 Form 4/A Insider Report for Safehold Inc. (SAFE)

Footnote F1

On March 31, 2023, the merger (the "Merger") of Safehold Inc. ("Old Safe") with and into iStar Inc. ("iStar") closed, with iStar Inc. surviving the Merger and changing its name to Safehold Inc. ("New SAFE"; NYSE: SAFE). In the Merger and related transactions, (1) each outstanding share of common stock of Old Safe was converted into one share of common stock of New SAFE, and (2) each outstanding share of common stock of iStar was reverse split and converted into 0.160 of a share of common stock of New SAFE. The number of securities reflected in this Form 4 are reported on an as-converted basis in amounts of New SAFE shares, after giving effect to the reverse stock split.

Footnote F2

iPIP: The Reporting Person was issued 50,535 shares of common stock of iStar and 1,516,768 shares of common stock of Old Safe on March 20, 2023, subject to stop transfer restrictions, in connection with termination of the iStar Inc. Performance Incentive Plan ("iPIP") and distributions made to iPIP participants pursuant to the Merger. After deducting shares for applicable tax withholding, the Reporting Person received a net amount of 29,962 shares of common stock of iStar and 1,048,380 shares of common stock of Old Safe, which as described above were converted into shares of common stock of New SAFE pursuant to the Merger and are reported on an as-converted basis in amounts of New SAFE shares.

Footnote F3

This Form 4A amends a Form 4 filed on March 31, 2023 that incorrectly reported the number of shares directly owned by the Reporting Person due to (A) a calculation error regarding (i) the cumulative ownership in column 5 and (ii) prior ownership of iStar shares and the reverse split, and (B) not reflecting 208,856 Old Safe shares received as a dividend on December 7, 2022 that converted into 208,856 New SAFE shares in connection with the Merger.

Footnote F4

Retention Bonus: In connection with the Merger, the Reporting Person was granted a retention bonus of 96,625 shares of common stock of Old Safe, which as described above were converted into one share of common stock of New SAFE in the merger and are reported on an as-converted basis in amounts of New SAFE shares. After deducting shares for applicable tax withholding, the Reporting Person received a net amount of 43,192 shares of common stock of Old Safe, which as described above were converted into shares of common stock of New SAFE pursuant to the Merger.

Footnote F5

New SAFE RSUs: The Reporting Person has been granted 173,064 restricted stock units (Units), representing the right to receive an equivalent number of shares of common stock of New SAFE (net of applicable taxes and other withholdings) if and when the Units vest. The Units will vest proportionately over four years in annual installments, subject to the Reporting Person's continuing employment through each vesting date.

Footnote F6

This Form 4A amends a Form 4 filed on March 31, 2023 that incorrectly reported the number of shares indirectly owned by the Reporting Person held in a Family Trust due to a calculation error regarding prior ownership of iStar shares and the reverse stock split and not reflecting 11,624 Old Safe shares received as a dividend on December 7, 2022 that converted into 11,624 New SAFE shares in connection with the Merger.

Footnote F7

This Form 4A amends a Form 4 filed on March 31, 2023 that incorrectly reported the number of shares indirectly owned by the Reporting Person held in a Foundation due to not reflecting 2,997 Old Safe shares received as a dividend on December 7, 2022 that converted into 2,997 New SAFE shares in connection with the Merger.

Footnote F8

This Form 4A amends a Form 4 filed on March 31, 2023 that incorrectly reported the number of shares indirectly owned by the Reporting Person by his spouse due to not reflecting 3,103 Old Safe shares received as a dividend on December 7, 2022 that converted into 3,103 New SAFE shares in connection with the Merger.