Common Stock

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 2, 2021

SL GREEN REALTY CORP.

(Exact name of registrant as specified in its charter)

(212) 594-2700

(Registrants’ 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. below):

¨ 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:

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  ¨

On December 2, 2021, SL Green Realty Corp. (“SLG”) Manhattan’s largest office landlord, issued a press release announcing that its board of directors has increased the monthly dividend on SLG’s common stock and OP units by 2.5%, to $0.3108 per share, resulting in a new aggregate annualized dividend of $3.73 per share. The first monthly dividend is payable on January 18, 2022 to stockholders of record at the close of business on December 15, 2021 (the “Record Date”).

SLG also announced that, as a result of extraordinary gains on asset dispositions in 2021, the board of directors has authorized and declared a special dividend of $2.4392 per share, comprised entirely of SLG’s common stock, to be calculated as described below, which is payable on January 18, 2022 to stockholders of record on the Record Date. The number of shares issued for the special dividend will be calculated based on the volume weighted average trading price of SLG’s common stock between January 5-7, 2022. Stockholders as of the Record Date will therefore receive a total dividend with a value of $2.75 per share, representing the sum of the monthly dividend and the special dividend.

Stockholders may elect to receive the total dividend in the form of all cash or all stock, subject to proration if either option is oversubscribed, which election made be made online or by mail. Elections made online must be made prior to 5:00 p.m. Eastern Time on January 4, 2022 or, solely for Employee Stock Purchase Plan holders, prior to 5:00 p.m. Eastern Time on December 30, 2021 (such applicable time and date, the “Election Deadline”). If an election is made by mail, a properly completed election form to receive cash or common stock must be received by Computershare Trust Company, N.A., SLG’s election agent, prior to the Election Deadline. Stockholders who fail to make a timely online election or return a timely and properly completed election form before the Election Deadline will be deemed to have made an election to receive the total dividend entirely in stock. An information letter and election form with respect to the dividend will be sent to stockholders of record on the Record Date.

If you are a stockholder of record and you have any questions about completing or submitting the election form or making an online election, or need a new election form, please call Georgeson LLC, SLG’s information agent, at (800) 561-2871. If your shares are held in the name of a bank, broker or nominee, and such bank, broker or nominee has any questions, they may also call Georgeson at (800) 561-2871.

To mitigate the dilutive impact of the SLG common stock issued in the special dividend, SLG’s board of directors has also authorized a reverse stock split, which will be effective after markets close on January 21, 2022. The split ratio for the reverse stock split will be determined promptly after the close of business on January 10, 2022. After the completion of both the special dividend and the reverse stock split, the number of shares of SLG common stock outstanding will be the same as the total number of shares of SLG common stock outstanding on the Record Date (not including any issuances or repurchases that may occur following the Record Date). However, some individual stockholders may have more shares of SLG common stock, and some individual stockholders may have fewer shares of SLG common stock on a relative basis, depending on their individual elections to receive cash and/or stock as part or all of the total dividend, and, if either the cash or stock election options are oversubscribed, the extent of proration.

The board of directors also authorized and declared the regular quarterly dividend on SLG’s Series I Preferred Stock for the period October 15, 2021 through and including January 14, 2022, of $0.40625 per share, which is the equivalent of an annualized dividend of $1.625 per share. The dividend will be payable on January 18, 2022 to stockholders of record at the close of business on December 20, 2021.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The following exhibits are furnished with this report:

Forward Looking Statement

This Current Report on Form 8-K includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate. Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.

Forward-looking statements contained in this Current Report on Form 8-K are subject to a number of risks and uncertainties, many of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. Factors and risks to our business that could cause actual results to differ from those contained in the forward-looking statements include risks and uncertainties related to the on-going COVID-19 pandemic and the duration and impact it will have on our business and the industry as a whole and the other risks and uncertainties described in our filings with the Securities and Exchange Commission. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

SIGNATURES

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