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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): July 9, 2004


SL GREEN REALTY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Maryland
(STATE OF INCORPORATION)
  1-13199
(COMMISSION FILE NUMBER)
  13-3956775
(IRS EMPLOYER ID. NUMBER)

420 Lexington Avenue, New York, New York 10170
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


(212) 594-2700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)




ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)
EXHIBITS

1.1
Underwriting Agreement, dated July 9, 2004, by and among SL Green Realty Corp., SL Green Operating Partnership, L.P. and Wachovia Capital Markets, LLC.

3.1
Amended and Restated Bylaws of the Company.

4.1
Articles Supplementary designating the Company's 7.875% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $.01 per share.

12.1
Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

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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.

 

 

By:

/s/  
GREGORY F. HUGHES      
Gregory F. Hughes
Chief Financial Officer

Date: July 14, 2004

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SIGNATURES