<Page> 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 Date of report (Date of earliest event reported): October 30, 2001 iSTAR FINANCIAL INC. (Exact Name of Registrant as Specified in its Declaration of Trust) -------------------------------------------------------------------------------- Maryland 1-10150 95-6881527 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) -------------------------------------------------------------------------------- 1114 Avenue of the Americas, 27th Floor New York, New York 10036 (Address of Principal Executive Offices)(Zip Code) -------------------------------------------------------------------------------- Registrant's telephone number, including area code: (212) 930-9400 -------------------------------------------------------------------------------- <Page> ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS The following exhibits are filed with this Report pursuant to Regulation S-K Item 601 in lieu of filing the otherwise required exhibits to the registration statement on Form S-3 of the Registrant, file no. 333-32946, under the Securities Act of 1933, as amended (the "Registration Statement"), and which, as this Form 8-K filing is incorporated by reference in the Registration Statement, are set forth in full in the Registration Statement. Exhibit Number Exhibit ------ ------- 1.1 Purchase Agreement dated October 30, 2001. 5.1 Opinion of Clifford Chance Rogers & Wells LLP. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. iSTAR FINANCIAL INC. Date: November 5, 2001 By: /s/ Spencer B. Haber ---------------------- Spencer B. Haber President and Chief Financial Officer Page 2