SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5 to

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

iSTAR FINANCIAL INC.

(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))

High Performance Common Stock-Series 1, High Performance Common Stock-Series 2 and High
Performance Common Stock-Series 3

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Jay Sugarman

Chairman and Chief Executive Officer

iStar Financial Inc.

1114 Avenue of the Americas, 39th Floor

New York, NY 10036

(212) 930-9400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with a copy to:

Kathleen Werner, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Tel:  (212) 878-8526

CALCULATION OF FILING FEE

*                 Estimated for purposes of calculating the amount of the filing fee only.  iStar Financial Inc. (the “Company”) is offering holders of up to 4,937.5 shares of High Performance Common Stock-Series 1 (the “HPU Series 1 Shares”), 5,000 shares of Company’s High Performance Common Stock-Series 2 (the “HPU Series 2 Shares”) and 4,950 shares of High Performance Common Stock-Series 3 (the “HPU Series 3 Shares” together with the HPU Series 1 Shares and HPU Series 2 Shares, the “HPU Shares”) issued and outstanding as of June 11, 2015, the opportunity to exchange such HPU Shares for the Cash Consideration or the Stock Consideration (as defined in the Offer to Exchange Letter, dated June 12, 2015 (the “Offer Letter”)).  The amount of the filing fee assumes that all HPU Shares will be exchanged for the Cash Consideration (as defined in the Offer Letter) and is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $116.20 for each $1,000,000 of the value of the transaction.  The transaction value was determined by converting HPU Shares into a Common Stock Equivalent (as defined in the Offer Letter), which is then multiplied by a ratio of $9.30 per Common Stock Equivalent.

x          Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

¨            Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨            third-party tender offer subject to Rule 14d-1.

x          issuer tender offer subject to Rule 13e-4.

¨            going-private transaction subject to Rule 13e-3.

¨            amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 5 amends and supplements the Tender Offer Statement (the “Offer”) on Schedule TO (“Schedule TO”) filed with the Securities and Exchange Commission on June 12, 2015, as amended to the date hereof, relating to an offer by iStar Financial Inc. (the “Company”) to holders of shares of the Company’s High Performance Common Stock-Series 1 (“HPU Series 1 Shares”), High Performance Common Stock-Series 2 (“HPU Series 2 Shares”) and High Performance Common Stock-Series 3 (“HPU Series 3 Shares,” and together with the HPU Series 1 Shares and the HPU Series 2 Shares, the “HPU Shares”) to exchange their HPU Shares for: (i) the Stock Consideration, (ii) the Cash Consideration or (iii) a combination of the Stock Consideration and the Cash Consideration.  Capitalized terms used and not defined herein have the meanings given in the Offer to Exchange Letter, dated June 26, 2015, as supplemented, filed as an exhibit to the Schedule TO (the “Offer Letter”).

The purpose of this Amendment No. 5 is to amend and supplement the terms of the Offer by, among other things, (i) increasing the Cash Consideration to $9.30 per Common Stock Equivalent attributable to tendered HPU Shares, (ii) increasing the exchange ratio for determining the Stock Consideration to 0.70 Shares per Common Stock Equivalent attributable to tendered HPU Shares and (iii) extending the expiration date of the Offer to 11:59 p.m., Eastern time, on August 12, 2015, unless otherwise extended, withdrawn, or terminated. As of the date hereof, 4,650 HPU Shares have been tendered.

All information in the Offer Letter is incorporated herein by reference in response to all of the items of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Items 1 through 11.            Additional Information

Items 1 through 11 of the Schedule TO are hereby amended and supplemented by the information set forth in the Supplement to the Offer Letter, dated July 30, 2015, which is incorporated by reference herein.

Item 12. Exhibits.

*       Previously filed as an exhibit to the Schedule TO-I/A filed with the Securities and Exchange Commission on June 26, 2015.

**     Previously filed as an exhibit to the Schedule TO-I filed with the Securities and Exchange Commission on June 12, 2015.

***   Previously filed as an exhibit to the Schedule TO-I/A filed with the Securities and Exchange Commission on July 24, 2015.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  July 30, 2015

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INDEX TO EXHIBITS

*       Previously filed as an exhibit to the Schedule TO-I/A filed with the Securities and Exchange Commission on June 26, 2015.

**     Previously filed as an exhibit to the Schedule TO-I filed with the Securities and Exchange Commission on June 12, 2015.

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***   Previously filed as an exhibit to the Schedule TO-I/A filed with the Securities and Exchange Commission on July 24, 2015.

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Exhibit 99.(a)(1)(E)

iSTAR FINANCIAL INC.

July 30, 2015

Dear HPU Holders,

The Board of Directors has approved an increase in the Cash Consideration and the Stock Consideration being offered to all HPU holders in exchange for their HPU Shares.  The Cash Consideration has been increased to $9.30 per Common Stock Equivalent attributable to tendered HPU Shares, and the Stock Consideration has been increased to 0.70 shares of regular iStar common stock per Common Stock Equivalent attributable to tendered HPU Shares.  The Expiration Date of the offer has also been extended to 11:59 pm, Eastern time, on August 12, 2015.  The offer remains subject to the conditions set forth in the Offer to Exchange document, dated June 26, 2015.

A supplement to the Offer to Exchange document and amended election forms reflecting the new terms are available for you to use if you have not previously tendered your HPU Shares, but wish to do so now.  The documents are being e-mailed to all holders of HPU Shares.  However, if you have already tendered your HPU Shares using the original election forms, you do not need to submit new election forms.  You will automatically receive the new higher exchange consideration for your tendered HPU Shares.

If you have any questions, we encourage you to reach out to Geoff Dugan at 415-263-8639 or at hpuoffer@istar.com at any time.

Exhibit 99.(a)(1)(F)

STRICTLY CONFIDENTIAL

SUPPLEMENT DATED JULY 30, 2015

TO THE OFFER TO EXCHANGE

SHARES OF COMMON STOCK AND/OR CASH FOR

OUTSTANDING HIGH PERFORMANCE COMMON
STOCK-SERIES 1, HIGH PERFORMANCE COMMON
STOCK-SERIES 2 AND HIGH PERFORMANCE
COMMON STOCK-SERIES 3

OF

iSTAR FINANCIAL INC.

THE OFFER PERIOD AND YOUR RIGHT TO WITHDRAW THE SECURITIES THAT YOU TENDER HAVE BEEN EXTENDED AND WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON AUGUST 12, 2015, UNLESS THE OFFER PERIOD IS FURTHER EXTENDED. THE COMPANY MAY EXTEND THE OFFER PERIOD AT ANY TIME.

AMENDMENTS TO THE SUMMARY

The following sections of the Summary section in the Offer to Exchange Letter dated June 26, 2015 (the “Offer Letter”) are superseded and replaced in their entirety by the following sections:

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AMENDMENTS TO THE OFFER TO EXCHANGE

1.                                      Section 1. GENERAL TERMS

The first paragraph under the heading “General Terms” in the Offer Letter is amended and restated as follows:

The Offer permits holders of HPU Shares to tender HPU Shares for (i) the Stock Consideration, (ii) the Cash Consideration or (iii) a combination of the Stock Consideration and the Cash Consideration.  In general, the Company is offering to exchange your HPU Shares for 0.7 Shares or $9.30 in cash for each Common Stock Equivalent that is attributable to your HPU Shares. A holder may tender as few or as many HPU Shares as the holder elects. No fractional Shares will be issued. HPU Shares may only be exchanged for whole Shares. In lieu of issuing fractional Shares to which any holder of HPU Shares would otherwise have been entitled, the Company will round the number of Shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of Shares.

2.                                      Section 5. BACKGROUND AND PURPOSE OF THE OFFER; Subsection E Plans, Proposals or Negotiations, and Interest in Securities of the Subject Company

On July 28, 2015, the Company announced that Mr. Clifford De Souza has been appointed as an independent member of the Company’s Board of Directors. Mr. De Souza will be granted 7,494 restricted Shares (or restricted units), representing less than 1% of the outstanding Shares.  He beneficially owns no other securities of the Company.

3.                                      Section 6. PRICE RANGE OF SHARES

The section entitled “Price of Shares” in the Offer Letter is amended and restated as follows:

The HPU Shares are not listed on any stock exchange.  Our Shares are listed on the NYSE under the symbol STAR. On July 29, 2015, the last reported sale price for the Shares was $13.10.  High and low sales prices for the Shares since January 1, 2013 are set forth below.

The Company recommends that holders obtain current market quotations for the Shares, among other factors, before deciding whether to tender their HPU Shares and electing a form of consideration.

4.                                      Section 8. TRANSACTIONS AND AGREEMENTS CONCERNING THE COMPANY’S SECURITIES

This section in the Offer Letter is supplemented by the following:

The Company entered into agreements with 14 holders of HPU Shares and/or family trusts formed by such persons, dated July 27, 2015, pursuant to which the holders agreed to tender all of their HPU shares, representing approximately 61% of the outstanding HPU Shares, into this amended offer. The holders include: Steven Blomquest, Roger Cozzi, Jeffrey Digel, Michael Dorsch, Keith Gilmore, Scott Goldberg, Cabot Lodge, Susan Lodge, Steve Malone, Tim O’Connor, Catherine Rice, Andrew Richardson, Colette Tretola and Joe Welch, none of whom is currently a director, officer or employee of the Company.

5.                                      Section 14. ADDITIONAL INFORMATION; MISCELLANEOUS

The list of documents incorporated by reference in this section of the Offer Letter is supplemented with the following:

5.                                      The Company’s Current Report on Form 8-K filed on July 30, 2015.

5.                                      General Amendments

(a) All references to the Expiration Date as being 11:59 p.m., Eastern Time on July 27, 2015 shall now be changed to 11:59 p.m., Eastern Time on August 12, 2015.

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Exhibit 99.(a)(1)(G)

iSTAR FINANCIAL INC.
OFFER TO EXCHANGE HIGH PERFORMANCE COMMON STOCK-SERIES 1, HIGH PERFORMANCE COMMON STOCK-SERIES 2 AND HIGH PERFORMANCE COMMON
STOCK-SERIES 3

AMENDED ELECTION INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.                                      Delivery of the Election.

A properly completed election must be received by the Company by mail, facsimile or e-mail (via PDF or similar imaged document file), on or before 11:59 p.m., Eastern time on August 12, 2015 (the “Expiration Date”). Note that if you have already tendered HPU Shares using the election forms previously distributed to HPU holders on or about June 26, 2015, you do not need to submit a new election form. You will automatically receive the higher consideration now being offered for the HPU Shares.

You may submit your election by sending your signed and completed election form to the Company by mail, facsimile or e-mail by using the mailing address, fax number or e-mail address as provided below.  To send your election, you must do the following on or before the Expiration Date:

1.                                      Properly complete and sign the attached election form.

2.                                      Deliver the completed and signed election form via mail, facsimile or e-mail (via PDF or similar imaged document file) to:

iStar Financial Inc.

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

One Sansome Street, 30th Floor

San Francisco, CA 94104

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

A pre-addressed, pre-paid envelope has previously been provided for your convenience.

The delivery of all documents, including elections and withdrawals, is at your own risk.  Only responses that are complete and actually received by the Company by the deadline will be accepted.**It is your responsibility to confirm that we have received your election and/or any withdrawal.

For purposes of the Offer, we will be deemed to have accepted for exchange HPU Shares that are validly tendered and for which tenders are not withdrawn, unless we give written notice to the holder of HPU Shares of our non-acceptance prior to the Expiration Date.

iStar will not accept any alternative, conditional or contingent tenders.  By completing and submitting this election to the Company, you waive any right to receive any notice of the receipt of the tender of your HPU Shares, except as provided for in the Offer Letter.  Any confirmation of receipt merely will be a notification that we have received your election and does not mean that your HPU Shares have been cancelled.  Your HPU Shares that are accepted for exchange will be cancelled on the same U.S. calendar day as the expiration of the Offer (but following the expiration of the Offer), which cancellation is scheduled to be August 12, 2015.

2.                                      Withdrawal and Additional Tenders.

Tenders of HPU Shares made through the Offer may be withdrawn at any time before 11:59 p.m., Eastern Time on August 12, 2015.**If iStar extends the Offer beyond that time, you may withdraw your tendered HPU Shares at any time until the extended expiration of the Offer.  In addition, although iStar currently intends to accept your validly tendered HPU Shares promptly after the expiration of the Offer, if we have not accepted your HPU Shares by 11:59 p.m., Eastern Time on August 22, 2015, you may withdraw your tendered HPU Shares at any time thereafter.

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To withdraw some or all of your tendered HPU Shares you must deliver a properly completed withdrawal via mail, facsimile or e-mail (via PDF or similar imaged document file) to the Company while you still have the right to withdraw the tendered HPU Shares to:

iStar Financial Inc.

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

One Sansome Street, 30th Floor

San Francisco, CA 94104

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

You may not rescind any withdrawal and any HPU Shares withdrawn will not be deemed properly tendered for purposes of the Offer unless you properly re-elect to exchange those HPU Shares before the Expiration Date.

To re-elect to exchange some or all of your withdrawn HPU Shares or to elect to exchange additional HPU Shares, you must submit to the Company a new election via mail, facsimile or e-mail (via PDF or similar imaged document file) to:

iStar Financial Inc.

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

One Sansome Street, 30th Floor

San Francisco, CA 94104

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

Your new election must be submitted to the Company before the Expiration Date in accordance with the procedures described in these instructions.  Because any prior election will be disregarded, your new election must indicate all HPU Shares you wish to exchange, not just those you wish to add.  Your new election must include the required information regarding all of the HPU Shares you want to exchange and must be signed and clearly dated after the date of your original election form and any withdrawal you have submitted to the Company.  Upon the receipt of such a new, properly filled out, signed and dated election, any previously submitted elections and/or withdrawals will be disregarded and will be considered replaced in full by the new election.  You will be bound by the last properly submitted election and/or withdrawal we receive prior to the Expiration Date.

3.                                      Tenders.

You may pick and choose which of your HPU Shares you wish to exchange.  However, if HPU Shares are subject to a domestic relations order (or comparable legal document as the result of the end of a marriage), only the HPU Shares beneficially owned by the holder of HPU Shares may be tendered in the Offer.

4.                                      Signatures on this Election.

If the election is being submitted to the Company via mail, facsimile or e-mail, it must be signed by the holder of the HPU Shares.  If the election is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to iStar of the authority of that person to act in that capacity must be submitted with this election.

5.                                      Other Information on this Election.

If you are submitting the election to the Company via mail, facsimile or e-mail, in addition to signing the election form, you must print your name and indicate the date and time at which you signed.  You also must include a current e-mail address.

6.                                      Requests for Assistance or Additional Copies.

Any questions and any requests for additional copies of the Offer Letter or this election form may be directed to iStar at:

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iStar Financial Inc.

One Sansome Street, 30th Floor

San Francisco, CA 94104

(415) 263-8639

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

Copies will be furnished promptly at iStar’s expense.

7.                                      Irregularities.

We will determine, in our discretion, all questions as to the form of documents and the validity, form, eligibility, including time of receipt, and acceptance of any HPU Shares.  Our determination of these matters will be given the maximum deference permitted by law.  However, you have all rights accorded to you under applicable law to challenge such determination in a court of competent jurisdiction.  Only a court of competent jurisdiction can make a determination that will be final and binding upon the parties.  We reserve the right to reject any elections or any HPU Shares elected to be exchanged that we determine are not in appropriate form or that we determine are unlawful to accept.  We will accept all properly tendered HPU Shares that are not validly withdrawn.  We also reserve the right to waive any of the conditions of the offer or any defect or irregularity in any tender of any particular HPU Shares or for any particular holder of HPU Shares, provided that if we grant any such waiver, it will be granted with respect to all holders of HPU Shares and tendered HPU Shares.  No tender of HPU Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering holder of HPU Shares or waived by us.  Neither we nor any other person is obligated to give notice of any defects or irregularities in tenders, nor will anyone incur any liability for failure to give any notice.  This is a one-time offer, and we will strictly enforce the election period, subject only to an extension that we may grant in our discretion.

Important: The election must be received by the Company before 11:59 p.m., Eastern Time, on August 12, 2015, via the mail, facsimile or e-mail (via PDF or similar imaged document file) by:

iStar Financial Inc.

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

One Sansome Street, 30th Floor

San Francisco, CA 94104

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

8.                                      Additional Documents to Read.

You should be sure to read the Offer Letter and all documents referenced therein before deciding to participate in the Offer.

9.                                      Important Tax Information.

Please refer to “Material U.S. Federal Income Tax Consequences” in the Offer Letter, which contains important tax information.  We also recommend that you consult with your personal tax advisors before deciding whether or not to participate in this Offer.

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Exhibit 99.(a)(1)(H)

iSTAR FINANCIAL INC.
OFFER TO EXCHANGE HIGH PERFORMANCE COMMON STOCK-SERIES 1, HIGH PERFORMANCE COMMON STOCK-SERIES 2 AND HIGH PERFORMANCE COMMON
STOCK-SERIES 3

AMENDED ELECTION FORM

Before signing this election form, please make sure you have received, read and understood the documents that make up this offer (“Offer”), including the Offer to Exchange Letter (the “Offer Letter”) to all holders of iStar Financial Inc.’s (“we”, “us”, “our”, the “Company” or “iStar”) issued and outstanding shares of (i) High Performance Common Stock-Series 1 (the “HPU Series 1 Shares”), (ii) High Performance Common Stock-Series 2 (the “HPU Series 2 Shares”) and (iii) High Performance Common Stock-Series 3 (the “HPU Series 3 Shares”, and together with HPU Series 1 Shares and HPU Series 2 Shares, the “HPU Shares”) and the documents related thereto.  The Offer is subject to the terms of these documents as they may be amended.  The Offer provides holders of the opportunity to exchange HPU Shares for the Stock Consideration (as defined in the Offer Letter), the Cash Consideration (as defined in the Offer Letter) or a combination of the Stock Consideration and the Cash Consideration as set forth in “Procedure for Tendering HPU Shares” in the Offer Letter.  This Offer expires at 11:59 p.m., Eastern Time, on August 12, 2015, unless extended.  PLEASE FOLLOW THE INSTRUCTIONS ATTACHED TO THIS FORM.

In accordance with the terms outlined in the Offer documents, the number of Shares or cash you receive will be based on the exchange ratios as described in “Procedure for Tendering HPU Shares” in the Offer Letter.  You will lose your rights to all exchanged HPU Shares that are cancelled under the Offer.

BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE OFFER AS SET FORTH IN THE OFFER DOCUMENTS.

If you would like to participate in this Offer, please indicate your election by checking one of the boxes below and completing and signing this election form.  Please be sure to follow the instructions, which are attached.

To participate in the Offer to exchange some or all of your HPU Shares, you must sign, date and deliver the completed and attached election form via mail, facsimile or e-mail (via PDF or similar imaged document file) to the Company by 11:59 p.m., Eastern Time, on August 12, 2015, unless extended, to:

iStar Financial Inc.

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

One Sansome Street, 30th Floor

San Francisco, CA 94104

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

A pre-addressed, pre-paid envelope has previously been provided for your convenience.

Only responses that are complete, signed and actually received by the Company through the methods described above by the deadline will be accepted.

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Please check the appropriate box:

¨   TENDER OF ALL HPU SHARES:  Yes, I wish to participate in the Offer as to ALL of my HPU Shares.  I would like to exchange all of the HPU Shares specified below for the Stock Consideration, the Cash Consideration or a combination of the Stock Consideration and the Cash Consideration, as indicated below.

HPU Shares in exchange FOR THE STOCK CONSIDERATION.

HPU Shares in exchange FOR THE CASH CONSIDERATION.

All of my HPU Shares will be cancelled irrevocably upon acceptance and payment for my HPU Shares tendered in the Offer.

OR

¨   PARTIAL TENDER OF HPU SHARES:  Yes, I wish to participate in the Offer as to some, but not all, of my HPU Shares, as listed below (please list):

HPU Shares in exchange FOR THE STOCK CONSIDERATION.

HPU Shares in exchange FOR THE CASH CONSIDERATION.

Only HPU Shares that are specifically listed above will be cancelled irrevocably upon acceptance and payment for my HPU Shares tendered in the Offer.

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I understand that this election form will replace any election form I previously submitted to the Company.

RETURN TO iSTAR VIA MAIL, FACSIMILE AT (415) 367-8994 OR E-MAIL AT

hpuoffer@istarfinancial.com NO LATER THAN 11:59 P.M., EASTERN TIME, ON AUGUST 12, 2015

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Exhibit 99.(a)(1)(I)

iSTAR FINANCIAL INC.
OFFER TO EXCHANGE HIGH PERFORMANCE COMMON STOCK-SERIES 1, HIGH PERFORMANCE COMMON STOCK-SERIES 2 AND HIGH PERFORMANCE COMMON
STOCK-SERIES 3

AMENDED WITHDRAWAL INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.                                      Delivery of the Withdrawal.

A properly completed withdrawal must be received by mail, facsimile or e-mail (via PDF or similar imaged document file), on or before 11:59 p.m., Eastern time on August 12, 2015 (the “Expiration Date”).

You may submit your withdrawal by sending your withdrawal form by mail, facsimile or e-mail to the Company by using the mailing address, fax number or e-mail address as provided below.  To send your withdrawal by mail, facsimile or e-mail to the Company, you must do the following before the Expiration Date:

1.                                      Properly complete and sign the attached.

2.                                      Deliver the completed and attached withdrawal form via mail, facsimile or e-mail (via PDF or similar imaged document file) to:

iStar Financial Inc.

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

One Sansome Street, 30th Floor

San Francisco, CA 94104

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

The properly completed withdrawal must be received by iStar by the date and time of the expiration of the iStar (as it may be extended).

The delivery of all documents, including elections and withdrawals, is at your own risk.  Only responses that are complete and actually received by iStar by the deadline will be accepted.  It is your responsibility to confirm that we have received your election and/or any withdrawal.

Although by submitting a withdrawal to the Company, you have withdrawn some or all of your previously tendered HPU Shares from the Offer, you may change your mind and re-elect to exchange some or all of the withdrawn HPU Shares until the expiration of the Offer.  You should note that you may not rescind any withdrawal and any HPU Shares withdrawn will not be deemed properly tendered for purposes of the Offer, unless you properly re-elect to exchange those HPU Shares before the Expiration Date.  Tenders to re-elect to exchange HPU Shares may be made at any time before the Expiration Date.  If iStar extends the Offer beyond that time, you may re-tender your HPU Shares at any time until the extended Expiration Date of the Offer.

To re-elect to tender the withdrawn HPU Shares, you must deliver to the Company an election form with the required information via mail, facsimile or e-mail (via PDF or similar imaged document file), after the date of the last withdrawal but on or before 11:59 p.m., Eastern time on August 12, 2015, to:

iStar Financial Inc.

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

Your HPU Shares will not be deemed properly tendered for purposes of the Offer unless the withdrawn HPU Shares are properly re-tendered for exchange before the Expiration Date by delivery of a new election following the procedures described in the instructions to the election.  This new election must be received by us after your original election and any withdrawal you have submitted.  Upon the receipt of such a new, properly completed

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election, any previously submitted elections and/or withdrawals will be disregarded and will be considered replaced in full by the new election.  Because any prior election will be disregarded, your new election must indicate all HPU Shares you wish to exchange, not just those you wish to add.  You will be bound by the last properly submitted election and/or withdrawal received by us prior to the Expiration Date.

By completing and submitting this withdrawal to the Company, you waive any right to receive any notice of the withdrawal of the tender of your HPU Shares.

2.                                      Signatures on this Withdrawal.

The withdrawal must be signed by the holder of HPU Shares.  If this withdrawal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to iStar of the authority of that person so to act must be submitted with this withdrawal.

3.                                      Other Information on this Withdrawal.

If you are submitting the withdrawal to the Company via mail, facsimile or e-mail, in addition to signing the withdrawal form, you must print your name and indicate the date on which you signed.  You must also include a current e-mail address.

4.                                      Requests for Assistance or Additional Copies.

Any questions and any requests for additional copies of the Offer to Exchange, the election form or this withdrawal form may be directed to iStar at:

iStar Financial Inc.

One Sansome Street, 30th Floor

San Francisco, CA 94104

(415) 263-8639

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

Copies will be furnished promptly at iStar’s expense

5.                                      Irregularities.

We will determine, in our discretion, all questions as to the form of documents and the validity, form, eligibility, including time of receipt, and acceptance of any HPU Shares.  Our determination of these matters will be given the maximum deference permitted by law.  However, you have all rights accorded to you under applicable law to challenge such determination in a court of competent jurisdiction.  Only a court of competent jurisdiction can make a determination that will be final and binding upon the parties.  We reserve the right to reject any elections or any HPU Shares elected to be exchanged that we determine are not in appropriate form or that we determine are unlawful to accept.  We will accept all properly tendered HPU Shares that are not validly withdrawn.  We also reserve the right to waive any of the conditions of the Offer or any defect or irregularity in any tender of any particular HPU Shares or for any particular holder of HPU Shares, provided that if we grant any such waiver, it will be granted with respect to all holders of HPU Shares and tendered HPU Shares.  No withdrawal of HPU Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering holder of HPU Shares or waived by us.  Neither we nor any other person is obligated to give notice of any defects or irregularities in tenders, nor will anyone incur any liability for failure to give any notice.  This is a one-time offer, and we will strictly enforce the election period, subject only to an extension that we may grant in our discretion.

Important: The withdrawal must be received by iStar on or before the Expiration Date.

6.                                      Additional Documents to Read.

You should be sure to read the Offer Letter and all documents referenced therein before making any decisions regarding participation in, or withdrawal from, the Offer.

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7.                                      Important Tax Information.

You should refer to “Material U.S. Federal Income Tax Consequences”  in the Offer Letter, which contains important tax information.  We also recommend that you consult with your personal advisors before deciding whether or not to participate in this offer.

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Exhibit 99.(a)(1)(J)

COMPLETE AND RETURN THIS FORM ONLY IF YOU HAVE
CHANGED YOUR MIND AND YOU DO NOT WANT TO EXCHANGE
SOME OR ALL OF YOUR ELIGIBLE HPU SHARES

iSTAR FINANCIAL INC.
OFFER TO EXCHANGE HIGH PERFORMANCE COMMON STOCK-SERIES 1, HIGH PERFORMANCE COMMON STOCK-SERIES 2 AND HIGH PERFORMANCE COMMON
STOCK-SERIES 3

AMENDED WITHDRAWAL FORM

You previously received the following documents, constituting the offer (the “Offer”), including the Offer to Exchange Letter (the “Offer Letter”) to all holders of the iStar Financial Inc.’s (“we”, “us”, “our”, the “Company” or “iStar”) issued and outstanding shares of (i) High Performance Common Stock-Series 1 (the “HPU Series 1 Shares”), (ii) High Performance Common Stock-Series 2 (the “HPU Series 2 Shares”) and (iii) High Performance Common Stock-Series 3 (the “HPU Series 3 Shares”, together with HPU Series 1 Shares and HPU Series 2 Shares, the “HPU Shares”) and the documents related thereto.

You should submit this form only if you now wish to change your previous election to participate in the Offer, and instead wish to REJECT iStar’s offer to exchange some or all of your HPU Shares for the Stock Consideration (as defined in the Offer Letter), the Cash Consideration (as defined in the Offer Letter) or a combination of the Stock Consideration and the Cash Consideration.

To withdraw your election to exchange some or all of your HPU Shares, you must sign, date and deliver the completed and attached withdrawal form to the Company via mail, facsimile or e-mail (via PDF or similar imaged document file) by 11:59 p.m., Eastern time on August 12, 2015 (unless we extend the Offer), to:

iStar Financial Inc.

Attention: Geoffrey Dugan, General Counsel, Corporate & Secretary

Fax: (415) 367-8994

E-mail: hpuoffer@istar.com

We also recommend that you contact the Company by telephone or email at the number/email account stated above to confirm the Company’s receipt of this withdrawal.

You should note that if you withdraw your acceptance of the Offer with respect to some or all of your HPU Shares, you will not receive any consideration pursuant to the Offer in replacement for the withdrawn HPU Shares.  You will keep all of the HPU Shares that you withdraw.  These HPU Shares will continue to be governed by the existing agreements between you and iStar.

You may change this withdrawal, and again elect to exchange some or all of your HPU Shares by submitting a new election to iStar, by 11:59 p.m., Eastern time on August 12, 2015 (unless we extend the Offer).

Please check the appropriate box:

¨    I wish to withdraw my election to exchange and instead REJECT the Offer to Exchange all of my HPU Shares.  I do not wish to exchange any HPU Shares.

OR

¨    I wish to withdraw my election to exchange HPU Shares listed below (please list amounts).  Any HPU Shares previously elected to be exchanged by me in my most recent election but not withdrawn below will remain elected for exchange in the Offer.  I do not wish to exchange these listed HPU Shares:

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HPU Shares in exchange FOR THE STOCK CONSIDERATION.

HPU Shares in exchange FOR THE CASH CONSIDERATION.

Please sign this withdrawal form and print your name exactly as it appears on the election form you previously submitted.

RETURN TO iSTAR VIA MAIL, FACSIMILE AT (415) 367-8994 OR E-MAIL AT
hpuoffer@istar.com NO LATER THAN 11:59 P.M., EASTERN TIME, ON AUGUST 12, 2015

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Exhibit 99(d)(5)

July    , 2015

iStar Financial Inc.

1114 Avenue of the Americas

39th Floor

New York, New York  10036

Ladies and Gentlemen:

We refer to the offer (the “Offer”) made by iStar Financial Inc., a Maryland corporation (the “Company”), to exchange each outstanding share of the Company’s High Performance Common Stock — Series 1, High Performance Common Stock — Series 2, and High Performance Common Stock — Series 3 (the “HPU Shares”), for cash and/or shares of the Company’s regular common stock on the terms set forth in the Company’s Schedule TO filed with the Securities and Exchange Commission on June 12, 2015, as amended (together with all exhibits thereto, the “Schedule TO”).  Capitalized terms used but not defined herein have the meanings given in the Schedule TO.

The undersigned beneficially owns the number of HPU Shares set forth on Schedule I, free and clear of all liens, claims and encumbrances (such HPU Shares referred to herein as the “Owned Shares”).

The undersigned hereby agrees and confirms that, if the Company amends the Offer on or before July 31, 2015 to increase the Cash Consideration to $9.30 per Common Stock Equivalent underlying the Owned Shares, and to increase the Stock Consideration to 0.70 Shares per Common Stock Equivalent underlying the Owned Shares, the undersigned (i) will tender all of the Owned Shares promptly after such amendment of the Offer, in accordance with the terms and procedures of the Offer, (ii) will not withdraw the tendered shares at or prior to the final Expiration Date of the Offer and (iii) will not object to a description of this letter appearing in the Schedule TO.

This agreement shall automatically terminate if the Offer is not completed for any reason by August 31, 2015, or earlier if the Company terminates or withdraws the Offer prior to August 31, 2015.  Until this agreement is terminated, the undersigned agrees not to transfer, sell, lien, pledge or otherwise dispose of, directly or indirectly, the Owned Shares, except pursuant to the Offer.

This tender agreement shall be governed by the laws of the State of New York.

ACCEPTED AND AGREED

as of the date written above

iStar Financial Inc.

Schedule I to Tender Agreement