[8-K] SL GREEN REALTY CORP Reports Material Event

SL Green Realty Corp. used its 2025 Annual Investor Conference to outline financial expectations for 2026.

Rhea-AI Filing Summary

SL Green Realty Corp. used its 2025 Annual Investor Conference to outline financial expectations for 2026. The company projects net (loss) income per diluted share in a range of $(0.27) to $0.03 for the year, while targeting Nareit-defined Funds From Operations (FFO) per diluted share between $4.40 and $4.70. A reconciliation from earnings per share to FFO per share highlights the impact of depreciation, amortization, joint venture adjustments, noncontrolling interests and real estate sale activity on this key REIT performance metric.

SL Green also announced a change to its dividend policy starting in fiscal 2026, moving from monthly to quarterly ordinary dividend payments. The ordinary dividend will continue to be paid in cash, so the update affects payment timing rather than the form of distribution.

Insights

REIT equity analyst

SL Green sets 2026 FFO guidance and shifts to quarterly cash dividends.

SL Green Realty Corp. provided 2026 guidance with net (loss) income per diluted share between $(0.27) and $0.03, but a much higher Nareit-defined FFO range of $4.40 to $4.70 per diluted share. The reconciliation shows sizeable add-backs from depreciation and amortization of $2.58 per share and joint venture depreciation and noncontrolling interest adjustments of $3.29 per share, partly offset by items tied to real estate transactions.

The table also includes adjustments such as net loss attributable to noncontrolling interests of $(0.12) per share, loss on sale of real estate, net, of $(0.80) per share, equity in net gain on sale of interests in unconsolidated joint ventures or real estate of $1.82 per share, and depreciation on non-real estate assets of $0.06 per share. Together, these components explain how FFO, a common performance measure for REITs, can remain strongly positive even when GAAP earnings hover around breakeven.

The company also plans to modify its dividend policy so that, beginning in fiscal 2026, ordinary dividends are declared and paid quarterly instead of monthly, while remaining fully in cash. This change alters the cadence of cash distributions but does not, in this disclosure, address the total annual dividend level, so the ultimate effect on income-focused holders will depend on future dividend declarations.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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Accepted by SEC EDGAR 12/05/2025 - 12:29 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 5, 2025

SL GREEN REALTY CORP.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation or organization)

1-13199			13-3956775
(Commission File Number)			(I.R.S. Employer Identification No.)

One Vanderbilt Avenue						10017
New York,			New York			(Zip Code)
(Address of principal executive offices)

(212) 594-2700

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Trading Symbol

Title of Each Class

Name of Each Exchange on Which Registered

SL Green Realty Corp.

SLG

Common Stock, $0.01 par value

New York Stock Exchange

SL Green Realty Corp.

SLG.PRI

6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     [☐]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]

Item 7.01.    Regulation FD Disclosure

SL Green Realty Corp. (the “Company”) held its 2025 Annual Investor Conference on Friday, December 5, 2025 (the “Investor Conference”). At the Investor Conference, the Company provided its earnings guidance for the year ended December 31, 2026 of net (loss) income per share (diluted) of $(0.27) to $0.03, and Nareit defined Funds From Operations (“FFO”) per share (diluted) of $4.40 to $4.70.

The presentation was available online via webcast on the Company's corporate website at www.slgreen.com under the “Investors - Presentations & Webcasts” section. An audio replay and a copy of the presentation will be available on the Company's corporate website.

The following table reconciles estimated earnings per share (diluted) to FFO per share (diluted) for the year ending December 31, 2026:

									Year Ending
									December 31,
															2026						2026
Net (loss) income per share attributable to SL Green stockholders (diluted)															$	(0.27)					$	0.03
Add:
Depreciation and amortization															2.58						2.58
Joint ventures depreciation and noncontrolling interests adjustments															3.29						3.29
Net loss attributable to noncontrolling interests															(0.12)						(0.12)
Less:
Loss on sale of real estate, net															(0.80)						(0.80)
Equity in net gain on sale of interest in unconsolidated joint venture / real estate															1.82						1.82
Depreciation on non-real estate assets															0.06						0.06
Funds From Operations per share attributable to SL Green common stockholders and unit holders (diluted)															$	4.40					$	4.70

The information being furnished pursuant to this “Item 7.01. Regulation FD Disclosure” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This information will not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.

Item 8.01.    Other Events

The Company has announced a modification to its dividend policy. Beginning in fiscal year 2026, ordinary dividends will be declared and paid quarterly rather than monthly. The Company's ordinary dividend will continue to be paid in cash.

Item 9.01.    Financial Statements and Exhibits

(d)     Exhibits

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SL GREEN REALTY CORP.

/s/ Matthew J. DiLiberto

Matthew J. DiLiberto

Chief Financial Officer

Date: December 5, 2025