SL Green Realty Corp: Form 10-Q for the period ended Mar 31, 2026

Overview

SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the ownership, management, operation, acquisition, development, redevelopment, repositioning and financing of commercial real estate properties, principally office properties, located in the New York metropolitan area, principally Manhattan. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.

The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in this Quarterly Report on this Form 10-Q and in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.

As of March 31, 2026, we owned the following interests in properties in the New York metropolitan area, primarily in midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:

(1) The weighted average leased occupancy for commercial properties represents the total leased square feet divided by the total square footage at acquisition. The weighted average leased occupancy for residential properties represents the total leased units divided by the total available units. Properties under construction are not included in the calculation of weighted average leased occupancy.

(2) As of March 31, 2026, we consolidated a building at 315 West 33rd Street that was comprised of approximately 222,855 square feet (unaudited) of residential space and approximately 270,132 square feet (unaudited) of retail space. For the purpose of this report, we have included this building in the number of residential properties we own. We have included only the residential square footage in total residential square footage, and have included the retail square footage in total retail square footage.

(3) As of March 31, 2026, we owned a building at 7 Dey Street / 185 Broadway that was comprised of approximately 140,382 square feet (unaudited) of residential space and approximately 50,206 square feet (unaudited) of office, which is under redevelopment, and retail space. For the purpose of this report, we have included this building in the number of residential properties we own. We have included only the residential square footage in total residential square footage and have included the balance of the square footage as development square footage. As of March 31, 2026 the residential and retail condominium units were classified as held for sale following the execution of an agreement to sell those units for $220.5 million. See Note 4, "Property Dispositions and Properties Held for Sale."

As of March 31, 2026, we also managed three properties owned by third parties encompassing approximately 0.8 million square feet (unaudited).

Critical Accounting Estimates

Refer to the 2025 Annual Report on Form 10-K of the Company and the Operating Partnership for a discussion of our critical accounting estimates, which include investment in commercial real estate properties and investment in unconsolidated joint ventures. During the three months ended March 31, 2026, there were no material changes to these estimates.

Results of Operations

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025

The following comparison for the three months ended March 31, 2026, or 2026, to the three months ended March 31, 2025, or 2025, makes reference to the effect of the following:

i. “Same-Store Properties,” which represents properties in service and operating during both the current and prior year reporting periods that are located in Manhattan (Same-Store Properties totaled 18 of our 33 consolidated operating properties),

ii. “Acquisition Properties,” which represents all properties or interests in properties acquired in 2026 and 2025 and all non-Same-Store Properties, including properties that are under development, redevelopment or were deconsolidated during the period,

iii."Disposed Properties," which represents all properties or interests in properties sold or partially sold in 2026 and 2025,

iv. "Alternative Strategy Portfolio," which represents non-core assets, and

v. “Other,” which represents properties that were partially sold resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.

(in millions)

58

Rental revenue

Rental revenues increased due primarily to the acquisition of Park Avenue Tower ($15.6 million) during the first quarter of 2026, the consolidation of 800 Third Avenue ($8.6 million) during the fourth quarter of 2025, and the consolidation of 315 West 33rd Street ($9.0 million) during the third quarter of 2025. This increase is partially offset by the deconsolidation of 100 Park Avenue ($10.0 million) at the end of the fourth quarter of 2025.

The following table presents a summary of the commenced leasing activity for the three months ended March 31, 2026 in our Manhattan and Suburban portfolio:

(1) Annual initial base rent.

(2) Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a consumer price index (CPI) adjustment.

(3) Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.

(4) Average starting office rent excluding new tenants replacing vacancies was $104.92 per rentable square foot for 211,307 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $104.74 per rentable square foot for 262,692 rentable square feet.

SUMMIT Operator revenue

SUMMIT Operator revenues were higher due primarily to the Ascent experience coming back online during the fourth quarter of 2025, which is a premium ticket that generates incremental revenue.

Investment income

Investment income decreased due primarily to interest payments received on one CMBS investment ($10.0 million) during the three months ended March 31, 2025. Investment income also decreased due to a lower weighted average debt and preferred equity investment balance for the three months ended March 31, 2026 as compared to the same period in 2025. For the three months ended March 31, 2026, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $118.3 million and 6.9%, respectively, as compared to $333.3 million and 6.4%, respectively, for the three months ended March 31, 2025.

Interest income from real estate loans held by consolidated securitization vehicles

From time to time we own securities in CMBS securitization trusts that result in the consolidation of the trusts on our financial statements. The amounts recorded include our interest income as well as the interest income associated with CMBS positions owned by third parties, which is offset by the amounts recorded in "Interest expense on senior obligations of consolidated securitization vehicles." As a result, the net impact is limited to the interest income on the CMBS we own directly and not the consolidated interest income and interest expense.

Fee income

Fee income increased due primarily to an increase in management fees ($6.5 million) and special servicing fees of ($1.2 million).

Other income

Other income decreased due primarily to lease termination income ($3.8 million) recognized during the three months ended March 31, 2025.

Property operating expenses

Property operating expenses increased due primarily to the acquisition of Park Avenue Tower ($6.3 million) during the first quarter of 2026, the consolidation of 800 Third Avenue ($5.1 million) during the fourth quarter of 2025, and the consolidation of 315 West 33rd Street ($4.1 million) during the third quarter of 2025. This increase is partially offset by the deconsolidation of 100 Park Avenue ($6.7 million) at the end of the fourth quarter of 2025.

SUMMIT Operator expenses

SUMMIT Operator expenses were higher due to increased variable expenses as a result of increased operating hours and the Ascent premium experience coming back online.

Marketing, general and administrative

Marketing, general, and administrative expenses increased due primarily to higher stock based compensation expenses.

Interest expense, net of interest income

Interest expense, net of interest income, increased due primarily to the acquisition of Park Avenue Tower during the first quarter of 2026 ($5.5 million), the consolidation of 800 Third Avenue ($2.7 million) during the fourth quarter of 2025, and the consolidation of 315 West 33rd Street ($3.1 million) during the third quarter of 2025. These increases were offset by decreased interest expense from the deconsolidation of 100 Park Avenue, ($6.2 million) at the end of the fourth quarter of 2025, and an increase in interest capitalization at properties that are under development or redevelopment ($7.1 million). The weighted average consolidated debt balance outstanding was $4.7 billion for the three months ended March 31, 2026, compared to $3.8 billion for the three months ended March 31, 2025. The consolidated weighted average interest rate was 5.25% for the three months ended March 31, 2026, as compared to 5.38% for the three months ended March 31, 2025.

SUMMIT Operator tax (expense) benefit

SUMMIT Operator tax expense increased for the three months ended March 31, 2026 as compared to the same period in 2025 due primarily to a 2024 tax reduction adjustment that was recorded in the first quarter of 2025.

Interest expense on senior obligations of consolidated securitization vehicles

From time to time we own securities in CMBS securitization trusts that result in the consolidation of the trusts on our financial statements. The amounts include the interest expense associated with CMBS positions owned by third parties, which is an offset to the third party interest income recognized in "Interest income from real estate loans held by consolidated securitization vehicles." As a result, the impact is limited to interest income on the CMBS we own directly and not the consolidated interest income and interest expense.

Depreciation and amortization

Depreciation and amortization increased primarily due to the acquisition of Park Avenue Tower ($8.3 million) during the first quarter of 2026, the consolidation of 800 Third Avenue ($2.9 million) during the fourth quarter of 2025, and the consolidation of 315 West 33rd Street ($4.4 million) during the third quarter of 2025. This increase is partially offset by the deconsolidation of 100 Park Avenue ($4.7 million) at the end of the fourth quarter of 2025 and decrease at our Same-Store Properties ($6.8 million).

Equity in net (loss) income from unconsolidated joint ventures

During the three months ended March 31, 2025, we recognized $18.3 million of income related to the write-off of a negative carrying value associated with an unconsolidated joint venture after we were no longer obligated or otherwise committed to provide additional financial support to the entity.

Purchase price and other fair value adjustments

During the three months ended March 31, 2026, we recorded a $2.2 million positive fair value adjustment related to the previous sale of an interest in One Madison Avenue, which did not meet sale accounting under ASC 860, and a $2.0 million positive fair value adjustment related to derivatives that are not designated as hedges for accounting purposes. During the three months ended March 31, 2025, we recorded a $5.9 million negative fair value adjustment related to the previous sale of an interest in One Madison Avenue and a $3.1 million negative fair value adjustment related to derivatives that are not designated as hedges for accounting purposes.

Gain (loss) on sale of real estate, net

During the three months ended March 31, 2026, we recognized a $15.3 million gain on the sale of 690 Madison Avenue.

Depreciable real estate reserves and impairments

During the three months ended March 31, 2026, we recognized depreciable real estate reserves and impairments in connection with the classification of 7 Dey Street as held for sale ($35.2 million). During the three months ended March 31, 2025, we recognized depreciable real estate reserves and impairments related to the sale of residential condominium units at 760 Madison Avenue ($8.5 million).

Loan loss and other investment reserves, net of recoveries

During the three months ended March 31, 2026, we did not recognize any loan loss and other investment reserves. During the three months ended March 31, 2025 we recognized a loan loss recovery of $25.0 million related to the resolution of a commercial mortgage investment.

Liquidity and Capital Resources

We currently expect that the principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness or other investments will include:

(1) Cash flow from operations;

(2) Cash on hand;

(3) Net proceeds from divestitures of properties and redemptions, participations, dispositions and repayments of debt and preferred equity investments;

(4) Borrowings under the revolving credit facility;

(5) Other forms of secured or unsecured financing; and

(6) Proceeds from common or preferred equity or debt offerings by the Company or the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities).

Cash flow from operations is primarily dependent upon the collectability of rent, the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs.

The combined aggregate principal maturities of mortgages and other loans payable, the 2026 Credit Facility, trust preferred securities, our share of joint venture debt, including as-of-right extension options, estimated interest expense, and our obligations under our financing and operating leases, as of March 31, 2026 are as follows (in thousands):

We estimate that for the remainder of the year ending December 31, 2026, we expect to incur $75.8 million of leasing capital expenditures and $31.7 million of recurring capital expenditures on existing consolidated properties, of which $22.4 million will be funded by construction financing facilities or loan reserves. In addition, we expect to incur $22.5 million of development or redevelopment expenditures on existing consolidated properties, of which $2.8 million will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties will be $131.3 million, of which $33.9 million will be funded by construction financing facilities or loan reserves. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.

As of March 31, 2026, we had liquidity of $0.6 billion, comprised of $418.0 million of availability under our revolving credit facility and $169.2 million of consolidated cash on hand, inclusive of $25.3 million of available-for-sale marketable securities. This liquidity excludes $111.4 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties, or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described above, upon maturity, if not before.

We have investments in several real estate joint ventures with various partners, that are generally considered to be financially stable, and most are financed with non-recourse debt. We believe that property level cash flows along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be sufficient to fund the capital needs of our joint venture properties.

Cash Flows

The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

Cash, restricted cash, and cash equivalents were $338.6 million and $337.0 million as of March 31, 2026 and 2025, respectively, representing an increase of $1.6 million. The increase was a result of the following changes in cash flows (in thousands):

Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios, third-party fees and our debt and preferred equity portfolio. These sources generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund dividend and distribution requirements.

Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills and invest in existing buildings that meet our investment criteria. During the three months ended March 31, 2026, when compared to the three months ended March 31, 2025, we used cash primarily for the following investing activities (in thousands):

Capital expenditures, which are comprised of building and tenant improvements, increased from $74.2 million for the three months ended March 31, 2025 to $103.6 million for the three months ended March 31, 2026 due to increased leasing related costs as portfolio occupancy increases.

We generally fund our investment activity through the sale of real estate, property-level financing, corporate credit facilities, the sale or repayment of debt and preferred equity investments, or construction loan facilities. From time to time, the Company may issue common or preferred stock or equity-linked securities, or the Operating Partnership may issue common or preferred units of limited partnership interest.

During the three months ended March 31, 2026, when compared to the three months ended March 31, 2025, we used cash primarily for the following financing activities (in thousands):

63

Share Repurchase Program

The Company has in place a share repurchase program of $3.5 billion under which we can buy shares of our common stock.

As of March 31, 2026, 36,107,719 shares have been repurchased under the program. This amount excludes the redemption of OP units. We did not repurchase any shares under the program during the three months ended March 31, 2026.

Indebtedness

The table below summarizes our consolidated mortgages and other loans payable, the 2026 Credit Facility, and trust preferred securities outstanding as of March 31, 2026 and December 31, 2025, (amounts in thousands).

(1) Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net exposure to variable rate debt was 12.5% and 6.1% as of March 31, 2026 and December 31, 2025, respectively.

The variable rate debt shown above generally bears interest at an interest rate based on Term SOFR (3.66% and 3.69% as of March 31, 2026 and December 31, 2025, respectively). Our consolidated debt as of March 31, 2026 had a weighted average term to maturity of 3.21 years.

Certain of our debt and equity investments and other investments, with carrying values of $78.6 million as of March 31, 2026 and $128.6 million as of December 31, 2025, are variable rate investments which mitigate our exposure to interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of our consolidated variable rate debt to total debt was 12.5% and 6.1% as of March 31, 2026 and December 31, 2025, respectively.

Corporate Indebtedness

2026 Credit Facility

On March 18, 2026, the Company entered into an amended and restated credit facility (the "2026 Credit Facility"), which was previously amended in December 2021 and November 2017, and was originally entered into in November 2012. As of March 31, 2026, the 2026 Credit Facility consisted of a:

• $1.25 billion revolving credit facility with a maturity of June 2030 and two six-month, as-of-right extension options to June 2031.
• $300.0 million term loan (or the "Term A Loans") with a maturity of May 2027.
• $100.0 million term loan (or the "Term B Loans") with a maturity of May 2026 and one six -month, as-of right extension option to November 2026.
• $750.0 million term loan (or the "Term C Loans") with a maturity of June 2031.

We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity date of the revolving credit facility without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.

As of March 31, 2026, the 2026 Credit Facility bore interest at a spread over Term SOFR with an interest period of one or three months, as we may elect, ranging from (i) 85 basis points to 185 basis points for loans under the revolving credit facility, (ii) 90 basis points to 170 basis points for the Term A Loans, (iii) 100 basis points to 180 basis points for the Term B Loans, and (iv) 95 basis points to 220 basis points for the Term C Loans, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the applicable rating used is the average of the highest two, rounded down if the average is not a recognized category. The revolving credit facility also contains a competitive bid option that allows banks that are part of the lender consortium to bid to make loan advances to us at a reduced interest rate. The 2026 Credit Facility provide for the ability to amend the 2026 Credit Facility to include a sustainability component whereby the revolving credit facility and Term C Loans pricing may improve by up to 3 basis points (depending on the sustainability rating achieved) upon the Company’s achievement of certain sustainability ratings, determined via an independent third-party evaluation.

As of March 31, 2026, the applicable spread over Term SOFR for the 2026 Credit Facility was 125 basis points for the revolving credit facility, 170 basis points for the Term A Loans, 180 basis points for the Term B Loans and 145 basis points for the Term C loans. We are required to pay quarterly in arrears a 20 to 45 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. As of March 31, 2026, the facility fee was 30 basis points.

As of March 31, 2026, we had $7.0 million of outstanding letters of credit, $825.0 million drawn under the revolving credit facility and $1.15 billion of outstanding term loans, with total undrawn capacity of $418.0 million under the 2026 Credit Facility. As of March 31, 2026 and December 31, 2025, the revolving credit facility had a carrying value of $814.0 million and $637.8 million, respectively, net of deferred financing costs. As of March 31, 2026 and December 31, 2025, the term loans had a carrying value of $1.1 billion and $1.1 billion, respectively, net of deferred financing costs.

The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2026 Credit Facility. The lending group for the Term C Loans consists of Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., TD Securities (USA) LLC, BofA Securities, Inc., BMO Capital Markets Corp. and Manufacturers and Traders Trust Company, as joint lead arrangers, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., TD Securities (USA) LLC and BofA Securities, Inc., as joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, TD Bank, N.A., Bank of America, N.A., Bank of Montreal and Manufacturers and Traders Trust Company, as documentation agents, and the other lenders party thereto. The lending group for the Term B Loans consists of Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, BofA Securities, Inc. and BMO Capital Markets Corp., as joint lead arrangers and joint bookrunners, and Bank of America, N.A. and Bank of Montreal, as syndication agents, and the other lenders party thereto. The lending group for the revolving credit facility consists of Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., TD Securities (USA) LLC and BofA Securities, Inc., as joint lead arrangers and joint bookrunners for the revolving credit facility, BMO Capital Markets Corp. and Manufacturers and Traders Trust Company, as joint lead arrangers for the revolving credit facility, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc. and TD Bank, N.A., as joint lead arrangers and joint bookrunners for the Term A Loans, BofA Securities, Inc,. BMO Capital Markets Corp. and The Bank of New York Mellon, as joint lead arrangers for the Term A Loans, JPMorgan Chase Bank, N.A., as syndication agent for the revolving credit facility and Term A Loans, TD Bank, N.A., Bank of America, N.A., Bank of Montreal and Manufacturers and Traders Trust Company, as documentation agents for the revolving credit facility, Deutsche Bank Securities Inc., TD Bank, N.A., Bank of America, N.A., Bank of Montreal and The Bank of New York Mellon, as documentation agents for the Term A Loans, Wells Fargo Bank, National Association, as sustainability structuring agent, and the other lenders party thereto.

Members of the lending group and their affiliates have performed commercial banking, investment banking, corporate trust and advisory services for the Company and its affiliates from time to time for which they have received customary fees and expenses. Members of the lending group and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.

The 2026 Credit Facility includes certain restrictions and covenants (see Restrictive Covenants below).

Restrictive Covenants

The terms of the 2026 Credit Facility include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of Adjusted EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that we will not, during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of March 31, 2026 and December 31, 2025, we were in compliance with all such covenants.

CMBS Repurchase Facility

In December 2024, the Company entered into a repurchase facility for CMBS (CMBS Repurchase Facility), which provides us with the ability to sell certain CMBS investments with a simultaneous agreement to repurchase the same at a certain date or on demand. We seek to mitigate risks associated with our repurchase facility by managing the credit quality of our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our repurchase facility permit valuation adjustments based on capital markets activity and are not limited to collateral-specific credit marks. To monitor credit risk associated with our CMBS investments, our asset management team regularly reviews our investment portfolio and is in contact with our borrowers in order to monitor the collateral and enforce our rights as necessary. The risk associated with potential margin calls is further mitigated by our ability to collateralize the facility with additional assets from our portfolio of investments, our ability to satisfy margin calls with cash or cash equivalents and our access to additional liquidity. As of March 31, 2026, there have been no margin calls on the CMBS Repurchase Facility. At March 31, 2026, there was no outstanding balance on the facility.

Interest Rate Risk

We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through the use of interest rate derivative instruments and through our variable rate debt and preferred equity investments. Based on the debt outstanding as of March 31, 2026, a hypothetical 100 basis point increase in the applicable floating interest rate curve would increase our share of consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $5.5 million and would increase our share of joint venture annual interest cost by $4.1 million. As of March 31, 2026, $77.6 million, or 65.7%, of our $118.1 million debt and preferred equity portfolio was indexed to SOFR.

We recognize all derivatives on the balance sheet at fair value. Derivatives that are not designated as hedges for accounting purposes are adjusted to fair value through income. If a derivative is designated as a hedge for accounting purposes, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.

Off-Balance Sheet Arrangements

We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These investments all have varying ownership structures. A majority of our joint venture arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence over, but not control, the operating and financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Investments in Unconsolidated Joint Ventures" and Note 7, "Debt and Preferred Equity Investments" in the accompanying consolidated financial statements.

Dividends/Distributions

We expect to pay dividends to our stockholders based on the distributions we receive from our Operating Partnership.

To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined before taking into consideration the dividends paid deduction and net capital gains.

Any dividend we pay may be in the form of cash, stock or a combination thereof, subject to IRS limitations on the use of stock for dividends. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.

Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under the 2026 credit facility, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.

Insurance

We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR")), within two property insurance programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company ("Belmont"), provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). However, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide coverage solely on properties owned by the Company or its affiliates. If Belmont or Ticonderoga are required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of required payments.

Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be maintained or adequately cover our risk of loss.

Funds from Operations

Funds from Operations ("FFO") is a widely recognized non-GAAP financial measure of REIT performance. The Company computes FFO in accordance with standards established by Nareit, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the Nareit definition, or that interpret the Nareit definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of Nareit in April 2002, and subsequently amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.

The Company presents FFO because it considers it an important supplemental measure of the Company's operating performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company's financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company's liquidity, nor is it indicative of funds available to fund the Company's cash needs, including our ability to make cash distributions.

FFO for the three months ended March 31, 2026 and 2025 are as follows (in thousands):

Seasonality

Our business at SUMMIT is subject to, among other things, tourism trends and weather conditions, resulting in seasonal fluctuation. The table below shows SUMMIT's revenue for each quarter during 2025. We do not consider any other components of our business to be subject to material seasonal fluctuations.

Accounting Standards Updates

The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies Accounting Standards Updates" in the accompanying consolidated financial statements.

Forward-Looking Information

This report 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 report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York metropolitan area markets, occupancy, business strategies, expansion and growth of our operations and other similar matters, 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 report are subject to a number of risks and uncertainties 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. These risks and uncertainties include:

• the effect of general economic, geopolitical, business and financial conditions, and their effect on the New York City real estate market in particular;
• dependence upon the New York City real estate market;
• risks of real estate acquisitions, dispositions, development and redevelopment, including the cost of construction delays and cost overruns;
• risks relating to debt and preferred equity investments;
• availability and creditworthiness of prospective tenants and borrowers;
• bankruptcy or insolvency of a major tenant or a significant number of smaller tenants or borrowers;
• adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;
• availability of debt and equity capital for our operational needs and investment strategy;
• unanticipated increases in financing and other costs, including a rise in interest rates;
• our ability to comply with financial covenants in our debt instruments;
• our ability to maintain our status as a REIT;
• risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations;
• the threat of terrorist attacks;
• our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination;
• risks related to our asset management business, including our ability to identify suitable investments, manage actual and potential conflicts of interest and comply with regulations on our asset management subsidiary under the Investment Advisers Act of 1940; and
• legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.

Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. 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.

For quantitative and qualitative disclosures about market risk, see Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operation - Interest Rate Risk" in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 for the Company and the Operating Partnership and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Risk" in the Annual Report on Form 10-K for the year ended December 31, 2025 for the Company and the Operating Partnership. Our exposures to market risk have not changed materially since December 31, 2025.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) of the Exchange Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Also, the Company has investments in certain unconsolidated entities. As the Company does not control these entities, its disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those the Company maintains with respect to its consolidated subsidiaries.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Exchange Act and the rules and regulations promulgated thereunder.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

SL GREEN OPERATING PARTNERSHIP, L.P.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) of the Exchange Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Also, the Company has investments in certain unconsolidated entities. As the Company does not control these entities, its disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those the Company maintains with respect to its consolidated subsidiaries.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Exchange Act and the rules and regulations promulgated thereunder.

Changes in Internal Control over Financial Reporting

There have been no changes in the Operating Partnership's internal control over financial reporting during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

As of March 31, 2026, there have been no material changes to the Risk Factors disclosed in "Part I. Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.