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Common Stock
| |
|
| CIK |
0001492869 |
| Addess Line 1 |
One Vanderbilt Avenue |
| City |
New York |
| State |
New York |
| Postal Code |
10017 |
| Document Period Date |
March 4, 2026 |
| Form Type |
8-K |
| City Area Code |
212 |
| Local Phone Number |
594-2700 |
| Writing Communication |
¨ |
| Soliciting Material |
¨ |
| Pre commencement Tender Offer |
¨ |
| Pre commencement Issuer Tender Offer |
¨ |
| Emerging Growth Company |
¨ |
| Amendment Flag |
¨ |
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):
March 4, 2026
SL GREEN REALTY CORP.
SL GREEN OPERATING PARTNERSHIP, L.P.
(Exact Name of Registrant as Specified in Charter)
| Maryland |
|
1-13199 |
|
13-3956775 |
| (State or Other |
|
(Commission |
|
(IRS Employer |
| Jurisdiction of Incorporation) |
|
File Number) |
|
Identification No.) |
| |
|
|
|
|
| Delaware |
|
333-167793-02 |
|
13-3960398 |
| (State or Other |
|
(Commission |
|
(IRS Employer |
| Jurisdiction of Incorporation) |
|
File Number) |
|
Identification No.) |
One
Vanderbilt Avenue
New York, New York 10017
(Address of principal executive offices, including
zip code)
(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 (see General Instruction A.2.):
¨
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 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 1.01 | Entry into a Material Definitive Agreement. |
Thirty-Second Amendment to the First Amended and Restated
Agreement of Limited Partnership of SL Green Operating Partnership, L.P.
On
March 4, 2026, SL Green Realty Corp. (the “Company”), as the general partner of SL Green Operating Partnership, L.P. (the
“Operating Partnership”), entered into a thirty-second amendment (the “Thirty-Second Amendment”) to the Operating
Partnership’s First Amended and Restated Agreement of Limited Partnership, dated August 20, 1997 (as amended through the date hereof,
the “Partnership Agreement”), in respect of the issuance of 252,000 Series Y Preferred Units of the Operating Partnership
(the “Series Y Preferred Units”) of limited partnership interests with a liquidation preference of $25.00 per unit (the “Series
Y Liquidation Preference”). 252,000 Series Y Preferred Units have been issued as a portion of the consideration for the acquisition
of ownership interests in certain commercial real estate property. The Series Y Preferred Units are not convertible into or exchangeable
for any other property or securities of the Partnership or the Company.
The Series Y Preferred Units provide for a fixed annual cash distribution
of 5.00% of the Series Y Liquidation Preference per annum.
The Series Y Preferred Units were issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Thirty-Second Amendment is qualified
in its entirety by reference to the Thirty-Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein
by reference.
| Item 3.02 | Unregistered Sale of Equity Securities. |
The
information set forth above under Item 1.01 is incorporated by reference herein with respect to the issuance by the Operating Partnership
of 252,000 Series Y Preferred Units.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1 |
|
Thirty-Second Amendment, dated March 4, 2026, to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P. |
| 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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| |
SL GREEN REALTY CORP. |
| |
|
| |
By: |
/s/ Andrew S. Levine |
| |
Name: |
Andrew S. Levine |
| |
Title: |
Executive Vice President, Chief Legal Officer and General Counsel |
| |
SL GREEN OPERATING PARTNERSHIP, L.P. |
| |
|
| |
By: SL GREEN REALTY CORP., its general partner |
| |
|
| |
By: |
/s/ Andrew S. Levine |
| |
Name: |
Andrew S. Levine |
| |
Title: |
Executive Vice President, Chief Legal Officer and General Counsel |
Date: March 6, 2026
