<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 ---------------------- AUGUST 14, 2002 (DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)) ISTAR FINANCIAL INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 1-15371 95-6881527 (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION FILE NUMBER) IDENTIFICATION NUMBER) OF INCORPORATION) 1114 AVENUE OF THE AMERICAS, 27TH FLOOR 10036 NEW YORK, NEW YORK (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (212) 930-9400 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) <Page> ITEM 9. REGULATION FD DISCLOSURE The Quarterly Report on Form 10-Q for the Quarter ended June 30, 2002 filed by iStar Financial Inc. on August 14, 2002 was accompanied by certifications of iStar Financial's Chairman and 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. ITEM 7 EXHIBITS 99.1 Certifications of Chairman and 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, together with Securities and Exchange Commission transmittal letter. Page 2 <Page> 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: August 14, 2002 By: /s/ JAY SUGARMAN -------------------- Jay Sugarman Chairman and Chief Executive Officer Date: August 14, 2002 By: /s/ SPENCER B. HABER -------------------- Spencer B. Haber President and Chief Financial Officer Page 3