DiLiberto Matthew J. 4
4 · SL GREEN REALTY CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
SL Green (SLG) CFO Matthew DiLiberto Receives LTIP Awards
What Happened
Matthew J. DiLiberto, Chief Financial Officer of SL Green Realty Corp. (SLG), was granted a series of long‑term incentive plan (LTIP) awards on February 12, 2026. The filing reports six separate grants totaling 195,824 LTIP units (33,999; 7,729; 9,316; 9,316; 35,464; and 100,000 units). All awards were granted at $0.00 per unit (compensatory/derivative awards), not open‑market cash purchases.
Key Details
- Transaction date: February 12, 2026; Form 4 filed February 17, 2026 (appears late relative to the 2‑business‑day Form 4 rule).
- Price: $0.00 (awards/derivative units).
- Total units granted: 195,824 LTIP units (see breakdown above).
- Shares owned after transaction: Not specified in the provided excerpt.
- Notable vesting/terms from filing footnotes:
- Some units vest in equal installments (one‑third) on Jan 1, 2027, Jan 1, 2028 and Jan 1, 2029, subject to continued employment.
- Certain grants are performance‑based and tied to operational metrics and/or total shareholder return (TSR) through Dec 31, 2027, including an adjustment of up to ±12.5% for the TSR component.
- LTIP units generally convert, at the holder’s election, into Common Units that may be redeemed for cash equal to the then fair market value of SLG common stock or, at the issuer’s election, exchanged for shares. Redemption/exercise and sale rights are subject to multi‑year holding/no‑sell provisions (common two‑year, one‑year or three‑year restrictions depending on the tranche).
- Class O LTIP Units are economically similar to stock options and, when vested, convert based on appreciation over a grant‑price benchmark ($40.49 in the referenced footnote).
- Filing timeliness: Filed 5 days after the transaction date — appears late; late filings don’t change the economic nature of the award but can be relevant for regulatory/timeliness considerations.
Context
These are compensatory LTIP awards (derivative equity), not open‑market purchases or sales. Such grants are normal executive compensation and are typically intended to align management with multi‑year performance and retention goals. Because many units are subject to multi‑year vesting, performance hurdles, conversion mechanics and no‑sell restrictions, they do not represent immediately tradeable stock.
Insider Transaction Report
Form 4
DiLiberto Matthew J.
CHIEF FINANCIAL OFFICER
Transactions
- Award
LTIP Units
[F1][F2][F3]2026-02-12+33,999→ 259,596 total→ Common Stock (33,999 underlying) - Award
LTIP Units
[F4][F2][F5]2026-02-12+7,729→ 267,325 total→ Common Stock (7,729 underlying) - Award
LTIP Units
[F6][F2]2026-02-12+9,316→ 276,641 total→ Common Stock (9,316 underlying) - Award
LTIP Units
[F7][F2]2026-02-12+9,316→ 285,957 total→ Common Stock (9,316 underlying) - Award
LTIP Units
[F2][F3]2026-02-12+35,464→ 321,421 total→ Common Stock (35,464 underlying) - Award
Class O LTIP Units
[F8][F9][F10][F11][F12]2026-02-12+100,000→ 100,000 totalExercise: $40.49Exp: 2036-02-12→ Common Stock (100,000 underlying)
Footnotes (12)
- [F1]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.
- [F10]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.
- [F11]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.
- [F12]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]Class O LTIP Units are economically similar to stock options granted by the Issuer.
- [F9]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").
Signature
/s/ Matthew J. DiLiberto|2026-02-17