Material Agreement Form 8 K

On November 25, 2024, SL Green Realty Corp. (the "Company") completed an underwritten public offering (the "Offering") of 5,063,291 shares of its common stock, par value $0.01 per share (the "Common Stock"). The shares were sold to Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, BMO Capital Markets Corp. and Deutsche Bank Securities Inc., as the representatives of the several underwriters named in Schedule I to the underwriting agreement (the "Underwriting Agreement"), dated November 21, 2024 (collectively, the "Underwriters"), at a price to the public of $79.00 per share. In connection with the Offering, the Company has granted the Underwriters a 30-day option to purchase up to an additional 759,493 shares of Common Stock.

The Company estimates that net proceeds from the Offering will be approximately $386.3 million ($444.3 million if the Underwriters exercise their option to purchase additional shares in full), after deducting estimated offering expenses payable by the Company. The Company intends to contribute the net proceeds from the offering to SL Green Operating Partnership, L.P., the Company's operating partnership (the "Operating Partnership"), in exchange for additional units of limited partnership interest in the Operating Partnership, which have substantially identical economic terms as the Common Stock. The Company expects the Operating Partnership to use the net proceeds from the Offering for general corporate purposes, which may include new debt and equity investment opportunities and the repayment of a portion of its outstanding indebtedness.

The Offering was made pursuant to the Underwriting Agreement. The Underwriters and their affiliates have from time to time performed, and may in the future perform, various financial advisory and investment banking services for the Company, including with respect to serving as lenders and/or agents under its credit facilities for which they have received or will receive customary fees and expenses.

The Underwriting Agreement is filed as Exhibit 1.1 to this report and incorporated herein by reference.