Form 4: DiLiberto Matthew J. reports acquisition/exercise transactions in SLG

Rhea-AI Filing Summary

DiLiberto Matthew J. reported acquisition or exercise transactions in a Form 4 filing for SLG. The filing lists transactions totaling 195,824 shares. Following the reported transactions, holdings were 259,596 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DiLiberto Matthew J.

(Last) (First) (Middle)

C/O SL GREEN REALTY CORP.

ONE VANDERBILT AVENUE - 28TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SL GREEN REALTY CORP [ SLG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(1)	(2)	02/12/2026		A		33,999		(2)(3)	(2)	Common Stock	33,999	$0	259,596	D
LTIP Units(4)	(2)	02/12/2026		A		7,729		(2)(5)	(2)	Common Stock	7,729	$0	267,325	D
LTIP Units(6)	(2)	02/12/2026		A		9,316		(2)(6)	(2)	Common Stock	9,316	$0	276,641	D
LTIP Units(7)	(2)	02/12/2026		A		9,316		(2)(7)	(2)	Common Stock	9,316	$0	285,957	D
LTIP Units	(2)	02/12/2026		A		35,464		(2)(3)	(2)	Common Stock	35,464	$0	321,421	D
Class O LTIP Units(8)(9)(10)(11)	$40.49(12)	02/12/2026		A		100,000		(9)(10)(11)	02/12/2036	Common Stock	100,000(9)(10)(11)	$0	100,000	D

Explanation of Responses:

1. Represents LTIP Units that vest in equal installments on each of January 1, 2027, January 1, 2028, and January 1, 2029, subject to continued employment.

2. Represents LTIP Units issued pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a Class A Unit of limited partnership interest in SL Green Operating Partnership, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The redemption right generally cannot be exercised until two years from the date of the grant. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates.

3. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional three-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) three years after the grant date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.

4. Represents LTIP Units originally issued in 2025 that were subject to performance-based vesting hurdles based on achievement of operational performance metrics for the year ended December 31, 2025, and which remain subject to additional performance-based vesting hurdles based on the Issuer's total shareholder return for the period from January 1, 2025 through December 31, 2027 (the "TSR Performance Period"). On February 12, 2026, the compensation committee of the Issuer determined the level of achievement of the operational performance-based vesting hurdles for these LTIP Units, resulting in 6,870 LTIP Units initially being earned, which amount will be adjusted upwards or downwards by up to 12.5% at the conclusion of the TSR Performance Period based on the Issuer's total shareholder return. The number of LTIP Units reported represents the maximum number of LTIP Units that may be earned based on the Issuer's total shareholder return during the TSR Performance Period.

5. Earned LTIP Units will vest in equal installments on December 31, 2027, and December 31, 2028, subject to continued employment. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional one-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) one year after the vesting date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.

6. Represents LTIP Units originally issued in January 2023 that were earned based on the Issuer's total stockholder return during the period from January 1, 2023 through December 31, 2025, relative to a group of New York City-centric publicly traded real estate investment trusts. The LTIP Units vested 50% on December 31, 2025 and the remaining 50% will vest on December 31, 2026, subject to continued employment. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional one-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) one year after the vesting date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.

7. Represents LTIP Units originally issued in January 2023 that were earned based on the Issuer's total stockholder return during the period from January 1, 2023 through December 31, 2025, relative to the constituent companies of the Dow Jones US Real Estate Office Index at the start of such period that remained publicly traded at the conclusion of such period. The LTIP Units vested 50% on December 31, 2025 and the remaining 50% will vest on December 31, 2026, subject to continued employment. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional one-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) one year after the vesting date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.

8. Class O LTIP Units are economically similar to stock options granted by the Issuer.

9. The Class O LTIP Units, once vested, may be converted at the election of the holder into a number of Common Units determined by the increase in value of a share of the Issuer's Common Stock at the time of conversion over $40.49, which was the fair market value of a share of the Issuer's Common Stock at the time of grant pursuant to the SL Green Realty Corp. Sixth Amended and Restated 2005 Stock Option and Incentive Plan (the "Plan").

10. Each Common Unit acquired upon conversion of vested Class O LTIP Units may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. Class O LTIP Units and the Common Units into which they may be converted generally may not be disposed of without the consent of the Issuer until two years from the date of the grant of the Class O LTIP Units.

11. One-third of the Class O LTIP Units will vest on each of January 1, 2027, January 1, 2028 and January 1, 2029, respectively, subject to the reporting person's continued employment through such dates. The rights to convert these Class O LTIP Units into Common Units have a maximum term of ten years. The rights to redeem Common Units do not have expiration dates.

12. Represents the fair market value of a share of the Issuer's Common Stock at the time of grant, as determined pursuant to the Plan.

	/s/ Matthew J. DiLiberto	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did SL Green (SLG) disclose for its CFO?

SL Green’s chief financial officer, Matthew J. DiLiberto, reported acquiring several LTIP Unit grants and 100,000 Class O LTIP Units on February 12, 2026. These derivative awards are part of the company’s equity compensation programs and carry multi‑year vesting and holding restrictions tied to performance and employment.

How many LTIP Units did SL Green (SLG) CFO Matthew DiLiberto receive?

Matthew DiLiberto acquired LTIP Unit awards of 33,999, 7,729, 9,316, 9,316 and 35,464 units on February 12, 2026. These units were granted at a stated price of $0, are held directly, and are subject to vesting schedules, performance conditions and no‑sell provisions before potential conversion and redemption.

What are SL Green (SLG) Class O LTIP Units granted to the CFO?

The CFO received 100,000 Class O LTIP Units, which are economically similar to stock options. Once vested, they can convert into partnership units based on share value increases over $40.49, then potentially be redeemed for cash or common stock, subject to company consent and holding restrictions.

What vesting schedule applies to SL Green (SLG) Class O LTIP Units?

One‑third of the Class O LTIP Units vest on each of January 1, 2027, January 1, 2028, and January 1, 2029, assuming continued employment. The rights to convert these units into partnership units last up to ten years, while related redemption rights do not have expiration dates.

How are SL Green (SLG) LTIP Units linked to stock or cash for the CFO?

Vested LTIP Units may be converted into partnership Common Units, which can then be redeemed for cash equal to the fair market value of one SL Green common share. Alternatively, the company may elect to deliver one common share per unit presented for redemption instead of cash.