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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


May 14, 2003
(
Date of Report (Date of Earliest Event Reported))

iSTAR FINANCIAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction
of Incorporation)
  1-15371
(Commission
File Number)
  95-6881527
(IRS Employer
Identification Number)

 

 

 
1114 Avenue of the Americas, 27th Floor
New York, New York

(Address of Principal Executive Offices)
 
10036

(Zip Code)

(212) 930-9400
(Registrant's Telephone Number, Including Area Code)





ITEM 7. EXHIBITS

    99.1
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.


ITEM 9. REGULATION FD DISCLOSURE

        The Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 filed by iStar Financial Inc. on May 14, 2003 was accompanied by certifications of iStar Financial's Chief Executive Officer and its Chief Financial Officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. Copies of the certifications are furnished as Exhibit 99.1 to this report.

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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.

         
    iSTAR FINANCIAL INC.
         
         
Date:    May 14, 2003   By:   /s/  JAY SUGARMAN      
Jay Sugarman
Chairman and Chief Executive Officer
         
         
Date:    May 14, 2003   By:   /s/  CATHERINE D. RICE      
Catherine D. Rice
Chief Financial Officer

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SIGNATURES

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EXHIBIT 99.1


Certification of Chief Executive Officer
Pursuant to §906 of The Sarbanes-Oxley Act of 2002

        The undersigned, the Chief Executive Officer of iStar Financial Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350(a), as adopted pursuant to §906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (the "Form 10-Q"), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:   /s/  JAY SUGARMAN      
Name:    Jay Sugarman
Title:    Chief Executive Officer
   


Certification of Chief Financial Officer
Pursuant to §906 of The Sarbanes-Oxley Act of 2002

        The undersigned, the Chief Financial Officer of iStar Financial Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350(a), as adopted pursuant to §906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (the "Form 10-Q"), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:   /s/  CATHERINE D. RICE      
Name:    Catherine D. Rice
Title:    Chief Financial Officer
   



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Certification of Chief Executive Officer Pursuant to §906 of The Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to §906 of The Sarbanes-Oxley Act of 2002