Empire State Realty OP posts $30.7M nine-month loss
ESRT repurchased 13,675,160 Class A shares for approximately $63.3 million through November 6.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Empire State Realty OP, L.P. reported $580.277 million in revenue for the nine months ended September 30, 2026, up 2.0% from a year earlier, while net results shifted to a $30.664 million loss from $40.808 million of income. Rental revenue rose 5.7% to $493.237 million, while Observatory revenue fell 25.3% to $69.543 million amid lower visitor volume, reduced pass-program performance and fewer international visitors. The Observatory segment recorded a $166.113 million non-cash goodwill impairment after a decline in projected performance and expected future cash flows.
Third-quarter revenue was $193.053 million versus $197.730 million, and net income was $5.895 million versus $13.645 million. Operating cash flow for the nine-month period was $149.901 million, compared with $215.154 million a year earlier. The Operating Partnership acquired the land under 111 West 33rd Street and 1400 Broadway for $110.0 million and a Brooklyn retail property for $46.0 million; it sold 250 West 57th Street for $275.0 million. After quarter-end, it completed the sale of 1359 Broadway for $217.5 million.
1 point · 0 major1 major · 4 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRental revenue rose 5.7% to $493.237 million over nine months.
Negative
- Major pointGoodwill impairment totaled $166.113 million over nine months. 11% of market cap
- Moderate pointObservatory revenue fell 25.3% to $69.543 million over nine months.
- Moderate pointOperating cash flow was $149.901 million, versus $215.154 million.
- Minor pointNet results shifted to a $30.664 million loss from $40.808 million income.
Filing Explained
As of November 6, $413.9 million remained in buyback authorization, but that amount is not committed spending.
This unaudited third-quarter report says ESRT repurchased 13,675,160 Class A shares for approximately
Those purchases were completed; as of
Separately, at
Key Figures
Total revenue: $580.277 million
Rental revenue: $493.237 million
Observatory revenue: $69.543 million
+5 more
8 metrics
Total revenue
$580.277 million
Nine months ended September 30, 2026; $569.046 million in 2025
Rental revenue
$493.237 million
Nine months ended September 30, 2026; $466.492 million in 2025
Observatory revenue
$69.543 million
Nine months ended September 30, 2026; $93.097 million in 2025
Net income (loss)
−$30.664 million
Nine months ended September 30, 2026; $40.808 million income in 2025
Goodwill impairment charge
$166.113 million
Nine months ended September 30, 2026; Observatory segment
Net cash provided by operating activities
$149.901 million
Nine months ended September 30, 2026; $215.154 million in 2025
1359 Broadway sale price
$217.5 million
Sale closed in October 2026, after quarter-end
Core Funds From Operations
$52.7 million
Three months ended September 30, 2026; attributable to common unitholders
Key Terms
non-cash goodwill impairment charge, Core Funds From Operations, cash flow hedges, Level 3 unobservable inputs, +1 more
5 terms
non-cash goodwill impairment charge financial
"recognized a non-cash goodwill impairment charge"
Core Funds From Operations financial
"Core Funds From Operations of $52.7 million attributable to common unitholders"
Core funds from operations is a measure of the recurring cash a real estate company generates from its normal rental and property-management activities, calculated by starting with net income, adding back non-cash items like property depreciation, and removing one-off gains or losses such as property sales or unusual expenses. Investors use it like a household’s steady paycheck estimate—it shows the business’s sustainable cash flow for paying dividends, servicing debt, and funding operations, without noise from one-time events.
cash flow hedges financial
"our cash flow hedges are deemed highly effective"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
Level 3 unobservable inputs technical
"utilizing Level 3 unobservable inputs"
weighted average cost of capital financial
"weighted average cost of capital and long-term growth rate"
Weighted average cost of capital (WACC) is the average annual price a company pays for the money it uses, combining the cost of borrowed funds (debt) and the cost of owners’ funds (equity), with each source weighted by its share of the company’s financing. Investors use it as a benchmark to judge whether projects or a stock are likely to earn more than that blended price—think of it as a household’s combined interest rate on a mortgage and credit cards; a lower WACC usually makes future cash flows and valuation more attractive.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why did Empire State Realty OP report a loss for the first nine months of 2026?
Empire State Realty OP recorded a $30.664 million net loss for the nine months ended September 30, 2026, and recognized a $166.113 million non-cash goodwill impairment in the Observatory segment. The company attributed the impairment to lower projected performance and expected future cash flows, following reduced pass-program performance and fewer international visitors.
How much ESRT stock was repurchased after September 30, 2026?
Through November 6, ESRT repurchased 13,675,160 shares of its Class A common stock for approximately $63.3 million at a weighted average price of $4.63 per share. As of November 6, 2026, $413.9 million remained under the authorized repurchase amount.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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None.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended September 30, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-36106
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(212 ) 687-8700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 6, 2026, there were 15,648,739 units of the Registrant Series ES operating partnership units outstanding, 3,995,010 units of the Series 60 operating partnership units outstanding, and 2,041,800 units of the Series 250 operating partnership units outstanding.
| EMPIRE STATE REALTY OP, L.P. | ||||||||
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2026 | ||||||||
| TABLE OF CONTENTS | PAGE | |||||||
| PART I. | FINANCIAL INFORMATION | |||||||
| ITEM 1. | FINANCIAL STATEMENTS | |||||||
Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025 | 2 | |||||||
Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 (unaudited) | 3 | |||||||
Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2026 and 2025 (unaudited) | 4 | |||||||
Consolidated Statements of Capital for the three and nine months ended September 30, 2026 and 2025 (unaudited) | 5 | |||||||
Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (unaudited) | 7 | |||||||
| Notes to Consolidated Financial Statements (unaudited) | 9 | |||||||
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 30 | ||||||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 42 | ||||||
| ITEM 4. | CONTROLS AND PROCEDURES | 42 | ||||||
| PART II. | OTHER INFORMATION | 43 | ||||||
| ITEM 1. | LEGAL PROCEEDINGS | 43 | ||||||
| ITEM 1A. | RISK FACTORS | 43 | ||||||
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 43 | ||||||
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 43 | ||||||
| ITEM 4. | MINE SAFETY DISCLOSURES | 43 | ||||||
| ITEM 5. | OTHER INFORMATION | 44 | ||||||
| ITEM 6. | EXHIBITS | 45 | ||||||
| SIGNATURES | 46 | |||||||
1
ITEM 1. FINANCIAL STATEMENTS
Empire State Realty OP, L.P.
Consolidated Balance Sheets
| (amounts in thousands, except per unit amounts) | September 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | (unaudited) | ||||||||||
| Real estate properties, at cost: | |||||||||||
| Land | $ | $ | |||||||||
| Development costs | |||||||||||
| Building and improvements | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Real estate properties, net | |||||||||||
| Assets held for sale | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Tenant and other receivables | |||||||||||
| Deferred rent receivables | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Deferred costs, net | |||||||||||
| Right-of-use assets, including below-market ground leases, net | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND CAPITAL | |||||||||||
| Liabilities: | |||||||||||
| Mortgage notes payable, net | $ | $ | |||||||||
| Senior unsecured notes, net | |||||||||||
| Unsecured term loan facilities, net | |||||||||||
| Unsecured revolving credit facility | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Acquired below-market leases, net | |||||||||||
| Ground lease liabilities | |||||||||||
| Deferred revenue and other liabilities | |||||||||||
| Tenants’ security deposits | |||||||||||
| Liabilities related to assets held for sale | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Capital: | |||||||||||
| Private perpetual preferred units: | |||||||||||
Series 2019 Private perpetual preferred units, $ | |||||||||||
Series 2014 Private perpetual preferred units, $ | |||||||||||
| Series PR operating partnership units: | |||||||||||
ESRT partner's capital ( | |||||||||||
Limited partners' interests ( | |||||||||||
Series ES operating partnership units ( | |||||||||||
Series 60 operating partnership units ( | |||||||||||
Series 250 operating partnership units ( | |||||||||||
| Total Empire State Realty OP, L.P.'s capital | |||||||||||
| Total liabilities and capital | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements
2
Empire State Realty OP, L.P.
Consolidated Statements of Operations
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (amounts in thousands, except per unit amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental revenue | $ | $ | $ | $ | |||||||||||||||||||
| Observatory revenue | |||||||||||||||||||||||
| Lease termination fees | |||||||||||||||||||||||
| Third-party management and other fees | |||||||||||||||||||||||
| Other revenue and fees | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Property operating expenses | |||||||||||||||||||||||
| Ground rent expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Observatory expenses | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Goodwill impairment charge | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Total operating income (loss) | ( | ||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense associated with property in receivership | ( | ||||||||||||||||||||||
| Gain (loss) on disposition of property | ( | ||||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Private perpetual preferred unit distributions | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to common unitholders | $ | $ | $ | ( | $ | ||||||||||||||||||
| Total weighted average units: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Earnings per unit attributable to common unitholders: | |||||||||||||||||||||||
| Basic | $ | $ | $ | ( | $ | ||||||||||||||||||
| Diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
| Dividends per unit | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
3
Empire State Realty OP, L.P.
Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Unrealized gain (loss) on valuation of interest rate swap agreements | ( | ||||||||||||||||||||||
| Amount reclassified into interest expense | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) attributable to OP unitholders | $ | $ | $ | ( | $ | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
4
Empire State Realty OP, L.P.
Consolidated Statements of Capital
For The Three Months Ended September 30, 2026 and 2025
(unaudited)
| Series PR Operating Partnership Units | Series ES Operating Partnership Units Limited Partners | Series 60 Operating Partnership Units Limited Partners | Series 250 Operating Partnership Units Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General Partner | Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | Private Perpetual Preferred Units | Private Perpetual Preferred Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Non-controlling Interest in Other Partnerships | Total Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of operating partnership units to ESRT Partner's Capital | — | — | ( | ( | ( | ( | ( | ( | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common units | — | — | ( | ( | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | ( | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series PR Operating Partnership Units | Series ES Operating Partnership Units Limited Partners | Series 60 Operating Partnership Units Limited Partners | Series 250 Operating Partnership Units Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General Partner | Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | Private Perpetual Preferred Units | Private Perpetual Preferred Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Non-controlling Interest in Other Partnerships | Total Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of operating partnership units to ESRT Partner's Capital | — | — | ( | ( | ( | ( | ( | ( | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common units | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
5
Empire State Realty OP, L.P.
Consolidated Statements of Capital
For The Nine Months Ended September 30, 2026 and 2025
(unaudited)
| Series PR Operating Partnership Units | Series ES Operating Partnership Units Limited Partners | Series 60 Operating Partnership Units Limited Partners | Series 250 Operating Partnership Units Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General Partner | Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | Private Perpetual Preferred Units | Private Perpetual Preferred Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Non-controlling Interest in Other Partnerships | Total Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of operating partnership units to ESRT Partner's Capital | — | — | ( | ( | ( | ( | ( | ( | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common units | — | — | ( | ( | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series PR Operating Partnership Units | Series ES Operating Partnership Units Limited Partners | Series 60 Operating Partnership Units Limited Partners | Series 250 Operating Partnership Units Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General Partner | Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | Private Perpetual Preferred Units | Private Perpetual Preferred Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Operating Partnership Units | Operating Partnership Unitholders | Non-controlling Interest in Other Partnerships | Total Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of operating partnership units to ESRT Partner's Capital | — | — | ( | ( | ( | ( | ( | ( | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common units | — | — | ( | ( | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | — | ( | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
6
Empire State Realty OP, L.P.
Consolidated Statements of Cash Flows
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| (amounts in thousands) | 2026 | 2025 | |||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net income (loss) | $ | ( | $ | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Gain on disposition of property | ( | ( | |||||||||
| Goodwill impairment charge | |||||||||||
| Amortization of non-cash items within interest expense | |||||||||||
| Settlement of interest rate hedge contracts | |||||||||||
| Amortization of acquired above- and below-market leases, net | ( | ( | |||||||||
| Amortization of acquired below-market ground leases | |||||||||||
| Straight-lining of rental revenue | ( | ( | |||||||||
| Equity based compensation | |||||||||||
| Increase (decrease) in cash flows due to changes in operating assets and liabilities: | |||||||||||
| Security deposits | |||||||||||
| Tenant and other receivables | ( | ||||||||||
| Deferred costs | ( | ( | |||||||||
| Prepaid expenses and other assets | |||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Deferred revenue and other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows From Investing Activities | |||||||||||
| Additions to building and improvements | ( | ( | |||||||||
| Acquisition of real estate property | ( | ( | |||||||||
| Net proceeds from disposition of property | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Proceeds from unsecured senior notes | |||||||||||
| Repayment of unsecured senior notes | ( | ( | |||||||||
| Proceeds from unsecured revolving credit facility | |||||||||||
| Repayment of unsecured revolving credit facility | ( | ( | |||||||||
| Proceeds from mortgage notes payable | |||||||||||
| Repayment of mortgage notes payable | ( | ( | |||||||||
| Deferred financing costs | ( | ( | |||||||||
| Repurchases of common units | ( | ( | |||||||||
| Taxes paid on withholding shares | ( | ( | |||||||||
| Private perpetual preferred unit distributions | ( | ( | |||||||||
| Distributions | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ( | |||||||||
| Change in restricted cash reclassified to assets held for sale | ( | ||||||||||
| Cash and cash equivalents and restricted cash—beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash—end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements
7
Empire State Realty OP, L.P.
Consolidated Statements of Cash Flows (continued)
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| (amounts in thousands) | 2026 | 2025 | |||||||||
| Reconciliation of Cash and Cash Equivalents and Restricted Cash: | |||||||||||
| Cash and cash equivalents at beginning of period | $ | $ | |||||||||
| Restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | $ | $ | |||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Restricted cash at end of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Building and improvements included in accounts payable and accrued expenses | $ | $ | |||||||||
| Write-off of fully depreciated assets | |||||||||||
| Write-off of fully amortized deferred costs | |||||||||||
| Write-off of fully amortized acquired below-market leases | |||||||||||
| Right-of-use assets, including below-market ground lease adjustment to land carrying value | ( | ||||||||||
| Ground lease liability adjustment to land carrying value | |||||||||||
| Interest capitalized in building and improvements | |||||||||||
| Derivative instruments at fair values included in prepaid expenses and other assets | |||||||||||
| Derivative instruments at fair values included in accounts payable and accrued expenses | |||||||||||
| Contract asset | ( | ||||||||||
| Debt associated with property in receivership | |||||||||||
| Debt assumed by purchaser in connection with property disposition | |||||||||||
| Accrued interest associated with property in receivership | |||||||||||
| Conversion of operating partnership units to ESRT partner's capital | |||||||||||
| Transfer of assets related to assets held for sale | |||||||||||
| Transfer of liabilities related to assets held for sale | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements
8
Empire State Realty OP, L.P.
Notes to Consolidated Financial Statements
(unaudited)
1. Description of Business and Organization
As used in these consolidated financial statements, unless the context otherwise requires, “we,” “us,” “our,” and the “Company,” mean Empire State Realty OP, L.P. and its consolidated subsidiaries.
Empire State Realty OP, L.P. (the "Operating Partnership") is the entity through which Empire State Realty Trust, Inc. (NYSE: ESRT) conducts all of its business and owns (either directly or through subsidiaries) substantially all of its assets. ESRT is a NYC-focused real estate investment trust ("REIT") that owns and operates a New York City portfolio of well-leased, top of tier, office, retail, and multifamily assets. ESRT’s Empire State Building features an Observation Deck. The Company is a recognized leader in sustainability.
As of September 30, 2026, our portfolio was comprised of approximately 7.5 million rentable square feet of office space, 0.8 million rentable square feet of retail space and three residential properties, which are located in New York City. Our office portfolio included nine properties (including one long-term ground leasehold interest), all of which are located in Manhattan. Additionally, we have entitled land in Stamford, Connecticut that can support the development of either office or residential per local zoning.
We were organized as a Delaware limited partnership on November 28, 2011 and commenced operations upon completion of the initial public offering of ESRT’s Class A common stock and related formation transactions on October 7, 2013 (the "Offering"). ESRT's Class A common stock, par value $0.01 per share, is listed on the New York Stock Exchange under the symbol "ESRT." ESRT, as the sole general partner in our Company, has responsibility and discretion in the management and control of our Company, and our limited partners, in such capacity, have no authority to transact business for, or participate in the management activities of our Company. As of September 30, 2026, ESRT owned approximately 60.6 % of our operating partnership units.
2. Summary of Significant Accounting Policies
There have been no material changes to the summary of significant accounting policies included in the "Summary of Significant Accounting Policies" section in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).
Basis of Quarterly Presentation and Principles of Consolidation
The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments and eliminations (including intercompany balances and transactions), consisting of normal recurring adjustments, considered necessary for the fair presentation of the financial statements have been included.
We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors
9
such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members. For variable interest entities ("VIE"), we consolidate the entity if we are deemed to have a variable interest in the entity and through that interest we are deemed the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. As of September 30, 2026, we had a variable interest in and are deemed to be the primary beneficiary of the intermediary entities that hold title to the land underlying the properties at 111 West 33rd Street and 1400 Broadway, which were acquired in May 2026, and as a result are consolidated in the financial statements of the Operating Partnership.
We assess consolidation accounting treatment for each investment in a VIE. This assessment will include a review of the relevant agreements to identify the rights of each party and whether those rights provide either party the power to direct the activities that most significantly impact the entity’s economic performance and benefit. In situations where we and our partner approve, among other things, the annual budget, or leases that cover more than a nominal amount of space relative to the total rentable space at each property, we would not consolidate the investment as we consider these to be substantive participation rights that result in shared power of the activities that would most significantly impact the performance and benefit of such joint venture investment.
A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Non-controlling interests are required to be presented as a separate component of equity in the consolidated balance sheets and in the consolidated statements of operations by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests.
Reclassifications
Certain reclassifications have been made to prior years' financial information to conform to the current year presentation. This includes the aggregation of right-of-use assets and below-market ground leases, net into one financial statement line item, "Right-of-use assets, including below-market ground leases, net."
Accounting Estimates
The preparation of the consolidated financial statements in accordance with GAAP requires management to use estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Significant items subject to such estimates and assumptions include allocation of the purchase price of acquired real estate properties among tangible and intangible assets, determination of the useful life of real estate properties and other long-lived assets, valuation and impairment analysis of real estate properties, goodwill, right-of-use assets and other long-lived and indefinite-lived assets, estimate of tenant expense reimbursements, valuation of the allowance for doubtful accounts, and valuation of derivative instruments, ground lease liabilities, senior unsecured notes, mortgage notes payable, unsecured revolving credit and term loan facilities, and equity-based compensation. These estimates are prepared using management’s best judgment, after considering past, current, and expected events and economic conditions. Actual results could differ from those estimates.
3. Acquisitions and Dispositions
Property Acquisitions
In May 2026, we closed on the acquisition of land underlying the properties at 111 West 33rd Street and 1400 Broadway for an aggregate purchase price of $110.0 million. The land was previously subject to ground leases in which the Company served as the lessee, which carried remaining ground lease terms of approximately 51 and 38 years, respectively. As a result of the acquisition, the Company was released from its obligations under the ground leases and the right-of-use assets, including the related below-market ground leases, net, of $288.1 million and lease liability of $26.8 million. The carrying amount of the land was adjusted for these items.
In March 2026, we closed on the acquisition of a retail property on North 6th Street in Williamsburg, Brooklyn for a purchase price of $46.0 million.
In December 2025, we closed on the acquisition of 130 Mercer Street (555-557 Broadway, "The Scholastic Building"), located in the SoHo submarket of Manhattan, for a purchase price of $386.0 million. In connection with the acquisition, we entered into a lease with the former owner for approximately 0.2 million square feet of office space in the building, with an
10
initial term of 15 -years and two renewal options of ten years each. The remaining office space, amenity and common areas of the building are under redevelopment.
In June 2025, we closed on the acquisition of two retail properties on North 6th Street in Williamsburg, Brooklyn for a purchase price of $31.0 million.
The following table summarizes the purchase price allocations of these acquisitions (amounts in thousands):
| Intangibles | ||||||||||||||||||||
| Property | Date Acquired | Land | Building and Improvements | Assets | Liabilities | Total | ||||||||||||||
111 West 33rd Street(1) | 5/20/2026 | $ | $ | $ | $ | $ | ||||||||||||||
1400 Broadway(1) | 5/20/2026 | |||||||||||||||||||
North 6th Street Collection(2) | 3/27/2026 | |||||||||||||||||||
130 Mercer(3) | 12/17/2025 | ( | ||||||||||||||||||
North 6th Street Collection(4) | 6/30/2025 | |||||||||||||||||||
(1) Includes capitalized transaction costs of $ (2) Includes approximately (3) Includes approximately (4) Includes | ||||||||||||||||||||
Property Dispositions
The following table summarizes properties disposed of during the nine and twelve months ended September 30, 2026 and December 31, 2025, respectively (amounts in thousands):
| Property | Date of Disposal | Sale Price | Gain on Disposition | ||||||||
250 West 57th Street, New York, New York(1) | 6/1/2026 | $ | $ | ||||||||
Metro Center, Stamford, Connecticut(2) | 12/22/2025 | ||||||||||
(1) In connection with the sale of 250 West 57th Street, the purchaser assumed the property's outstanding $ (2) In connection with the sale of Metro Center, we repaid the related $ | |||||||||||
In August 2026, we entered into a purchase and sale agreement for the sale of 1359 Broadway in New York, NY. In October 2026, subsequent to quarter-end, the Company closed on the sale of 1359 Broadway at a sale price of $217.5 million. In connection with the sale, the Company retained certain post-closing obligations to the purchaser, subject to specified conditions. The assets and related liabilities of the 1359 Broadway property are classified as held for sale in our consolidated balance sheet as of September 30, 2026 having met the held for sale criteria set forth in ASC 360 Property, Plant, and Equipment.
On February 5, 2025, the consensual foreclosure of First Stamford Place that commenced in 2024 was completed and we were released of the senior mortgage obligation and derecognized the related contract asset. In connection with the completion of the consensual foreclosure, we concluded that we are no longer the primary beneficiary of the entity that holds the First Stamford Place mezzanine debt obligation as we no longer have the power to direct the activities that most significantly impact the VIE's economic performance, nor the right to receive the benefits from the VIE. As a result, the entity was deconsolidated during the three months ended March 31, 2025 and we recognized a gain of $13.2 million from the mezzanine debt obligation. The gain is included as a component of gain on disposition of properties in the accompanying consolidated statement of operations.
11
4. Deferred Costs, Acquired Lease Intangibles and Goodwill
Deferred costs, net, consisted of the following:
| (amounts in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Deferred leasing costs | $ | $ | |||||||||
| Acquired in-place lease value, acquired deferred leasing costs and deferred acquisition costs | |||||||||||
| Acquired above-market leases | |||||||||||
| Total deferred costs, excluding deferred financing costs | |||||||||||
| Less: accumulated amortization | ( | ( | |||||||||
| Total deferred costs, net, excluding net deferred financing costs | |||||||||||
Deferred financing costs, net, of accumulated amortization of $ | |||||||||||
| Total deferred costs, net | $ | $ | |||||||||
Acquired below-market leases, net, consisted of the following:
| (amounts in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Acquired below-market leases | $ | ( | $ | ( | |||||||
| Less: accumulated amortization | |||||||||||
| Acquired below-market leases, net | $ | ( | $ | ( | |||||||
The total amortization related to deferred costs and acquired lease intangibles consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Rental revenue: | |||||||||||||||||||||||
| Amortization of below-market leases, net of above-market leases | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Amortization of deferred leasing costs and acquired deferred leasing costs | |||||||||||||||||||||||
| Amortization related to acquired in-place lease value | |||||||||||||||||||||||
Goodwill consisted of the following:
| (amounts in thousands) | Real Estate | Observatory | Total | ||||||||||||||
| Balance as of December 31, 2025 | |||||||||||||||||
| Goodwill | $ | $ | $ | ||||||||||||||
| Accumulated impairment charges | |||||||||||||||||
| Goodwill, net of impairment charges | |||||||||||||||||
| Goodwill impairment charge | ( | ( | |||||||||||||||
Balance as of September 30, 2026 | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Accumulated impairment charges | ( | ( | |||||||||||||||
| Goodwill, net of impairment charges | $ | $ | $ | ||||||||||||||
During the second quarter of 2026, the Company identified triggering events indicating that the fair value of its Observatory reporting unit may have declined below its carrying amount, including goodwill, due to a sustained decline in visitor volume from a reduction in pass program performance and a continued decrease in international visitors. As a result of a
12
decline in the projected performance and expected future cash flows of the Observatory reporting unit, the Company engaged a third-party valuation consulting firm and performed an interim quantitative goodwill analysis as of June 30, 2026. The quantitative analysis used a discounted cash flow method (a form of the income approach) utilizing Level 3 unobservable inputs. Significant assumptions under the income approach included revenue and cost projections, weighted average cost of capital and long-term growth rate. As a result of the quantitative analysis, the carrying value of the Observatory reporting unit, including goodwill, exceeded its estimated fair value, and the Company recognized a non-cash goodwill impairment charge of zero and $166.1 million during the three and nine months ended September 30, 2026, respectively, in the accompanying consolidated statements of operations.
Although the Company does not currently anticipate significant changes in the assumptions used in the quantitative analysis, many of the assumptions underlying the estimated fair value of the Observatory reporting unit are inherently uncertain, are outside of our control, and actual results may differ materially from the Company’s estimates. The remaining goodwill relating to the Observatory reporting unit of $61.4 million remains at risk of future impairment if the fair value of the reporting unit decreases due to changes in the amount or timing of expected future cash flows, decreases in visitation in excess of expectations, an inability to execute management’s business strategies, or general market conditions, such as economic downturns and changes in interest rates, which may impact discount rates.
13
5. Debt
Debt consisted of the following:
| Principal Balance | As of September 30, 2026 | ||||||||||||||||||||||||||||
| (amounts in thousands) | September 30, 2026 | December 31, 2025 | Stated Rate | Effective Rate(1) | Maturity Date(2) | ||||||||||||||||||||||||
| Fixed rate mortgage debt: | |||||||||||||||||||||||||||||
| 1542 Third Avenue | $ | $ | % | % | 5/1/2027 | ||||||||||||||||||||||||
| 1010 Third Avenue and 77 West 55th Street | % | % | 1/5/2028 | ||||||||||||||||||||||||||
| 250 West 57th Street | — | ||||||||||||||||||||||||||||
| 1333 Broadway | % | % | 2/5/2033 | ||||||||||||||||||||||||||
10 Union Square East(3) | % | % | 4/1/2036 | ||||||||||||||||||||||||||
| 345 East 94th Street - Series A | % | 11/1/2030 | |||||||||||||||||||||||||||
| 345 East 94th Street - Series B | SOFR plus | % | 11/1/2030 | ||||||||||||||||||||||||||
| 561 10th Avenue - Series A | % | 11/1/2033 | |||||||||||||||||||||||||||
| 561 10th Avenue - Series B | SOFR plus | % | 11/1/2033 | ||||||||||||||||||||||||||
| Total mortgage debt | |||||||||||||||||||||||||||||
Senior unsecured notes:(4) | |||||||||||||||||||||||||||||
| Senior unsecured notes due 2027 (Series B) | % | % | 3/27/2027 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2028 (Series D) | % | % | 1/22/2028 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2029 (Series I) | % | % | 6/17/2029 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2030 (Series E) | % | % | 3/22/2030 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2030 (Series C) | % | % | 3/27/2030 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2031 (Series L) | % | % | 1/7/2031 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2031 (Series J) | % | % | 6/17/2031 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2032 (Series G) | % | % | 3/17/2032 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2032 (Series M) | % | % | 7/15/2032 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2033 (Series F) | % | % | 3/22/2033 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2034 (Series K) | % | % | 6/17/2034 | ||||||||||||||||||||||||||
| Senior unsecured notes due 2035 (Series H) | % | % | 3/17/2035 | ||||||||||||||||||||||||||
Unsecured term loan facility (4) | SOFR plus | % | 1/15/2031 | ||||||||||||||||||||||||||
Unsecured term loan facility (4) | SOFR plus | % | 3/8/2029 | ||||||||||||||||||||||||||
Unsecured revolving credit facility (4) | SOFR plus | % | 3/8/2029 | ||||||||||||||||||||||||||
| Total principal | |||||||||||||||||||||||||||||
| Deferred financing costs, net | ( | ( | |||||||||||||||||||||||||||
| Unamortized debt discount | ( | ( | |||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||
______________
(1)The effective rate is the yield as of September 30, 2026 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements as of September 30, 2026.
(2)Maturity dates presented are inclusive of extension options. Prepayment is generally allowed for each loan upon payment of a customary prepayment penalty.
(3)Without the effect of the treasury locks executed in connection with the refinancing of the mortgage, the stated rate is 5.59 %.
(4)At September 30, 2026, we were in compliance with all debt covenants.
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Principal Payments
Aggregate required principal payments at September 30, 2026 are as follows (amounts in thousands):
| Year | Amortization | Maturities | Total | ||||||||||||||
| 2026 | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Deferred Financing Costs
Deferred financing costs, net, consisted of the following:
| (amounts in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Deferred financing costs, included as a component of net debt | $ | $ | ||||||||||||
| Deferred financing costs, included as a component of net deferred costs (See Note 4) | ||||||||||||||
| Total deferred financing costs | $ | $ | ||||||||||||
| Less: accumulated amortization | ( | ( | ||||||||||||
| Total deferred financing costs, net | $ | $ | ||||||||||||
The total amortization expense related to deferred financing costs consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Amortization of deferred financing costs | $ | $ | $ | $ | |||||||||||||||||||
Unsecured Revolving Credit and Term Loan Facilities
On July 17, 2026, we entered into a first amendment to our amended and restated credit agreement, dated November 14, 2025, with Wells Fargo Bank, National Association, as administrative agent and other lenders party thereto, which governs our senior unsecured term loan credit facility (the “Wells Term Loan Facility”). The first amendment provides for the existing term loan facility and a new delayed draw term loan facility. The Wells Term Loan Facility has an initial maximum principal amount of $490.0 million, comprised of the existing $245.0 million term loan credit facility and an incremental $245.0 million delayed draw term loan facility. The delayed draw term loan facility may be drawn in six months following the closing date. The initial senior unsecured term loan credit facility matures on January 15, 2031, inclusive of two twelve-month extensions. The delayed draw term loan facility matures on January 12, 2032. The initial interest rate on the Wells Term Loan Facility, which may change based on our leverage levels, is SOFR plus 150 basis points. We may request the Wells Term Loan Facility be increased through one or more increases or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $510.0 million. As of September 30, 2026, our borrowings amounted to $245.0 million under the Wells Term Loan Facility.
On May 28, 2025, we entered into a first amendment to our second amended and restated credit agreement, dated March 8, 2024, with Bank of America, N.A., as administrative agent and other lenders party thereto, which governs our senior unsecured revolving credit facility and term loan facility (collectively, the “BofA Credit Facilities”). The first amendment amends certain sustainability margin adjustment terms. No other changes were made to the amount of the commitments, the maturity date of the outstanding loans or the covenants. The BofA Credit Facilities are comprised of a $620.0 million senior unsecured revolving credit facility (the “Revolving Credit Facility”) and a $95.0 million term loan facility (the “BofA Term Loan Facility”). We may request that the BofA Credit Facilities be increased through one or more increases in the Revolving Credit Facility or one or more increases in the BofA Term Loan Facility or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount under the second amended and restated credit agreement not to exceed $1.5 billion.
15
The Revolving Credit Facility matures on March 8, 2029, inclusive of two six-month extension periods. The BofA Term Loan Facility matures on March 8, 2029, inclusive of two twelve-month extension periods. Initial interest rates on the BofA Credit Facilities, which may change based on our leverage levels, are SOFR plus a benchmark adjustment of 10 basis points ("adjusted SOFR") plus 130 basis points for any drawn portion of the Revolving Credit Facility and adjusted SOFR plus 150 basis points for the BofA Term Loan Facility. In addition, the BofA Credit Facilities have a sustainability-linked pricing mechanism that reduces the borrowing spread if certain benchmarks are achieved each year. During the third quarter of 2026, we repaid $75.0 million of our previously drawn borrowings from the Revolving Credit Facility. As of September 30, 2026, we had $100.0 million borrowings under the Revolving Credit Facility and $95.0 million under the BofA Term Loan Facility.
The terms of both the BofA Credit Facilities and the Wells Term Loan Facility include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports. Both facilities also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio. The agreements governing both facilities also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of REIT qualification, and occurrence of a change of control. As of September 30, 2026, we were in compliance with these covenants.
Mortgage Debt
On March 31, 2026, we closed on a $53.5 million mortgage loan at 10 Union Square East. The 10-year interest-only loan has a fixed rate of 5.33 %, which includes the effect of treasury locks executed in connection with the refinancing of the $50.0 million loan that matured on April 1, 2026. As of September 30, 2026, total mortgage notes payable, net, amounted to $442.4 million. The first maturity is in May 2027.
Senior Unsecured Notes
On July 15, 2026, we closed on the issuance and sale of $130.0 million aggregate principal amount of 5.99 % Series M Senior Notes due July 15, 2032 (the "Series M Notes").
The terms of our senior unsecured notes include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports. The terms also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio. The agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of REIT qualification. As of September 30, 2026, we were in compliance with these covenants.
6. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
| (amounts in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Capital expenditures included in accounts payable and accrued expenses | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Interest rate swap agreements liability | |||||||||||
| Accrued interest payable | |||||||||||
| Total accounts payable and accrued expenses | $ | $ | |||||||||
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7. Financial Instruments and Fair Values
Derivative Financial Instruments
We use derivative financial instruments primarily to manage interest rate risk and such derivatives are not considered speculative. These derivative instruments are typically in the form of interest rate swap and forward agreements, and the primary objective is to minimize interest rate risks associated with investing and financing activities. The counterparties of these arrangements are major financial institutions with which we may also have other financial relationships. We are exposed to credit risk in the event of non-performance by these counterparties; however, we currently do not anticipate that any of the counterparties will fail to meet their obligations.
We have agreements with our derivative counterparties that contain a provision where if we either default or are capable of being declared in default on any of our indebtedness, then we could also be declared in default on our derivative obligations. If we had breached any of these provisions, we could have been required to settle our obligations that were in a net liability position under the agreements at their termination value. As of September 30, 2026, we did not have derivatives in a net liability position.
As of September 30, 2026 and December 31, 2025, we had interest rate swaps and caps with an aggregate notional value of $615.5 million and $567.0 million, respectively. The notional value does not represent exposure to credit, interest rate or market risks. These interest rate swaps have been designated as cash flow hedges and hedge the variability in future cash flows associated with our existing variable-rate term loan facilities. Interest rate caps not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.
As of September 30, 2026 and 2025, our cash flow hedges are deemed highly effective. A net unrealized gain of $12.3 million and $21.7 million for the three and nine months ended September 30, 2026, respectively, and a net unrealized loss of $0.3 million and $7.5 million for the three and nine months ended September 30, 2025, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the consolidated statements of comprehensive income (loss). Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the debt. We estimate that $5.5 million net gain of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense within the next 12 months. Cash payments and receipts related to our cash flow hedges are classified as operating activities and are included within our disclosure of cash paid for interest on our consolidated statements of cash flows, consistent with the classification of the hedged interest payments.
In February 2026, we entered into treasury locks, designated as cash flow hedges, in the aggregate notional amount of $50.0 million to manage exposure to fluctuations in interest rates in anticipation of the refinancing of the 10 Union Square East mortgage loan. In March 2026, concurrent with the issuance of the new 10 Union Square East mortgage loan (see Note 5), the Company settled its treasury locks, resulting in a $1.1 million cash inflow reported in cash flows from operating activities. The $1.1 million gain was recorded in accumulated other comprehensive income (loss) and will be amortized into earnings over the term of the 10 Union Square East mortgage loan.
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The table below summarizes the terms of agreements and the fair values of our derivative financial instruments:
| (amounts in thousands, except percentages) | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Derivative | Notional Amount | Receive Rate | Pay Rate | Effective Date | Expiration Date | Asset(1) | Liability(2) | Asset(1) | Liability(2) | |||||||||||||||||||||||||||||
| Interest rate swap | $ | December 1, 2021 | November 1, 2030 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
| Interest rate swap | December 1, 2021 | November 1, 2033 | ||||||||||||||||||||||||||||||||||||
| Interest rate swap | December 1, 2021 | November 1, 2033 | ||||||||||||||||||||||||||||||||||||
| Interest rate swap | 1 Month SOFR | December 1, 2021 | November 1, 2030 | |||||||||||||||||||||||||||||||||||
| Interest rate swap | SOFR Compound | August 31, 2022 | December 31, 2026 | |||||||||||||||||||||||||||||||||||
| Interest rate cap | October 1, 2024 | November 1, 2030 | ||||||||||||||||||||||||||||||||||||
| Interest rate cap | 1 Month SOFR | October 1, 2024 | November 1, 2030 | |||||||||||||||||||||||||||||||||||
| Interest rate swap | 1 Month SOFR | March 19, 2025 | March 8, 2029 | ( | ||||||||||||||||||||||||||||||||||
| Interest rate swap | 1 Month SOFR | March 19, 2025 | March 8, 2029 | ( | ||||||||||||||||||||||||||||||||||
| Interest rate swap | SOFR | November 14, 2025 | February 1, 2029 | |||||||||||||||||||||||||||||||||||
| Interest rate swap | SOFR | December 3, 2025 | February 1, 2029 | |||||||||||||||||||||||||||||||||||
| Interest rate swap | SOFR | December 18, 2025 | December 31, 2026 | ( | ||||||||||||||||||||||||||||||||||
| Interest rate swap | SOFR | July 15, 2026 | January 9, 2032 | |||||||||||||||||||||||||||||||||||
Interest rate swap(3) | SOFR | December 31, 2026 | February 1, 2029 | |||||||||||||||||||||||||||||||||||
Interest rate swap(3) | SOFR | December 31, 2026 | February 1, 2029 | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
(1) Included as a component of prepaid expenses and other assets on the consolidated balance sheets.
(2) Included as a component of accounts payable and accrued expenses on the consolidated balance sheets.
(3) The notional amount of each interest rate swap effective December 31, 2026 is $87.5 million.
The table below shows the effect of our derivative financial instruments designated as cash flow hedges on accumulated other comprehensive income (loss):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Amount of gain (loss) recognized in other comprehensive income (loss) | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Amount of (gain) loss reclassified from accumulated other comprehensive income (loss) into interest expense | ( | ( | ( | |||||||||||||||||||||||
The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the consolidated statements of operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense | ( | |||||||||||||||||||||||||
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Fair Valuation
The estimated fair values at September 30, 2026 and December 31, 2025 were determined by management, using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The fair value of derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. Although the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. The impact of such credit valuation adjustments, determined based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of our derivatives were classified as Level 2 of the fair value hierarchy.
The fair value of our mortgage notes payable, senior unsecured notes, unsecured term loan facilities and unsecured revolving credit facility which are determined using Level 3 inputs are estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us.
The following tables summarize the carrying and estimated fair values of our financial instruments:
| September 30, 2026 | |||||||||||||||||||||||||||||
| Estimated Fair Value | |||||||||||||||||||||||||||||
| (amounts in thousands) | Carrying Value | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Interest rate swaps and caps included in prepaid expenses and other assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Mortgage notes payable | |||||||||||||||||||||||||||||
| Senior unsecured notes - Series B-M | |||||||||||||||||||||||||||||
| Unsecured term loan facilities | |||||||||||||||||||||||||||||
| Unsecured revolving credit facility | |||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Estimated Fair Value | |||||||||||||||||||||||||||||
| (amounts in thousands) | Carrying Value | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Interest rate swaps and caps included in prepaid expenses and other assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Interest rate swaps included in accounts payable and accrued expenses | |||||||||||||||||||||||||||||
| Mortgage notes payable | |||||||||||||||||||||||||||||
| Senior unsecured notes - Series B-L | |||||||||||||||||||||||||||||
| Unsecured term loan facilities | |||||||||||||||||||||||||||||
| Unsecured revolving credit facility | |||||||||||||||||||||||||||||
Disclosure about the fair value of financial instruments is based on pertinent information available to us as of September 30, 2026 and December 31, 2025. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
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8. Leases
Lessor
We lease various spaces to tenants over terms ranging from one to 31 years. Certain commercial leases have termination options for a fee and/or renewal options. The leases provide for base monthly rentals and reimbursements for real estate taxes, escalations linked to the consumer price index or common area maintenance known as operating expense escalations. Tenant expense reimbursements are reflected in our September 30, 2026 and 2025 consolidated statements of operations as rental revenue.
Rental revenue includes fixed and variable payments. Fixed payments primarily relate to base rent and variable payments primarily relate to tenant expense reimbursements for certain property operating costs. The components of rental revenue consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Fixed | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable | ||||||||||||||||||||||||||
| Total rental revenue | $ | $ | $ | $ | ||||||||||||||||||||||
As of September 30, 2026, we were entitled to the following future contractual minimum lease payments (excluding tenant expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2055 (amounts in thousands):
Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| $ | |||||
The above future minimum lease payments exclude tenant recoveries and the net accretion of above-market leases and below-market lease intangibles. Some leases are subject to termination options generally upon payment of a termination fee. The preceding table is prepared assuming such options are not exercised.
As of September 30, 2026, the future lease payments to be received for signed leases that have not yet commenced were approximately $480.5 million.
Lessee
We determine if an arrangement is a lease at inception. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Right-of-use assets are measured at an amount equal to the lease liability, adjusted for any above or below market lease terms. Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.
Right-of-use assets, including below-market ground leases, net and lease liabilities consisted of the following:
| (amounts in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Right-of-use assets, including below-market ground leases, net | $ | $ | |||||||||
| Ground lease liabilities | |||||||||||
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During the second quarter of 2026, we completed the purchase of land underlying the properties at 111 West 33rd Street and 1400 Broadway, which carried remaining ground lease terms of approximately 51 and 38 years, respectively, for an aggregate purchase price of $110.0 million. As a result of the transaction, the Company was released from its obligations under the ground leases (see Note 3).
The remaining ground lease is due to expire in 2050, inclusive of extension options, and has no variable payments, residual value guarantees or additional rent increases. As our lease does not provide an implicit rate, we determined our incremental borrowing rate based on information available at the date of adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), in determining the present value of lease payments. The incremental borrowing rate used to calculate the right-of-use asset and lease liability as of September 30, 2026 was 4.4 %. Rent expense for lease payments related to our operating leases is recognized on a straight-line basis over the non-cancellable term of the leases. The remaining lease term as of September 30, 2026 was 23.8 years.
As of September 30, 2026, the following table summarizes our future minimum lease payments discounted by our incremental borrowing rates to calculate the lease liabilities of our lease (amounts in thousands):
Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total undiscounted lease payments | |||||
| Present value discount | ( | ||||
| Ground lease liabilities | $ | ||||
9. Commitments and Contingencies
Legal Proceedings
Except as described below, as of September 30, 2026, we were not involved in any material litigation, nor, to our knowledge, was any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business such as disputes with tenants. We believe that the costs and related liabilities, if any, which may result from such actions will not materially affect our consolidated financial position, operating results or liquidity.
Violet Shuker Shasha Trust et al. v. Peter L. Malkin, Anthony E. Malkin et al.
As previously disclosed in October 2014, 12 former investors (the "Claimants") in Empire State Building Associates L.L.C. (“ESBA”), which, prior to the Offering, owned the fee title to the Empire State Building, filed an arbitration with the American Arbitration Association against Peter L. Malkin, Anthony E. Malkin, Thomas N. Keltner, Jr., and our subsidiary ESRT MH Holdings LLC, the former supervisor of ESBA, (the "Respondents"). The statement of claim alleged breach of fiduciary duty and related claims in connection with the Offering and sought monetary damages and declaratory relief. Claimants had opted out of a prior class action bringing similar claims that were settled with court approval. Arbitration hearings started in May 2016 and concluded in August 2018. On August 26, 2020, the arbitration panel issued an award that denied all Claimants’ claims with one exception, on which it awarded the Claimants approximately $1.2 million, inclusive of seven years of interest through October 2, 2020.
Respondents believe that such award in favor of the Claimants is entirely without merit and sought to vacate that portion of the award. The New York courts confirmed the award, and Respondents filed a petition for certiorari to the United States Supreme Court on February 2, 2026, which was denied on May 4, 2026. Previously, because the New York courts’ final confirmation of the award lifted the stay of execution of the judgment, which stay Respondents had previously obtained by filing an appeal bond, on February 5, 2026, we paid the judgment, which, inclusive of interest, amounted to approximately $1.5 million. The claim of one Claimant who brought a separate action to confirm the award remains pending because, although the courts have confirmed the award as to that Claimant, she has not yet reduced the claim to a money judgment. As of September 30, 2026 and December 31, 2025, $0.3 million and $1.8 million, respectively, were included as a component of accounts payable and accrued expenses on the accompanying consolidated balance sheets.
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Pursuant to indemnification agreements which were made with our directors, executive officers and chairman emeritus as part of our formation transactions, Anthony E. Malkin, Peter L. Malkin and Thomas N. Keltner, Jr. have defense and indemnity rights from us with respect to this arbitration.
Unfunded Capital Expenditures
At September 30, 2026, we estimate that we will incur approximately $112.4 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements. We expect to fund these capital expenditures with operating cash flow, cash on hand and other borrowings. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs. We expect that these financing requirements will be met in a similar fashion.
Concentration of Credit Risk
Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, tenant and other receivables and deferred rent receivables. At September 30, 2026, we held on deposit at various major financial institutions cash and cash equivalents and restricted cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation.
Asset Retirement Obligations
We are required to accrue costs that we are legally obligated to incur on retirement of our properties which result from acquisition, construction, development and/or normal operation of such properties. Retirement includes sale, abandonment or disposal of a property. Under that standard, a conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement is conditional on a future event that may or may not be within a company’s control and a liability for a conditional asset retirement obligation must be recorded if the fair value of the obligation can be reasonably estimated. Environmental site assessments and investigations have identified asbestos or asbestos-containing building materials in certain of our properties. As of September 30, 2026, management has no plans to remove or alter these properties in a manner that would trigger federal and other applicable regulations for asbestos removal, and accordingly, the obligations to remove the asbestos or asbestos-containing building materials from these properties have indeterminable settlement dates. As such, we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligation. However, ongoing asbestos abatement, maintenance programs and other required documentation are carried out as required and related costs are expensed as incurred.
Other Matters
In March 2026, the Company received a cease-and-desist letter which alleged copyright infringement of materials. The Company and the sender are now engaged in negotiations for potential amicable resolution of the dispute. No lawsuit has been filed. Because negotiations remain at an early stage, the Company cannot currently estimate the amount or range of the total potential loss above any amounts accrued. Although the Company is unable to estimate the potential range of loss, it could have a material adverse effect on the Company’s results of operations.
As of September 30, 2026, management believes that there are no obligations related to environmental remediation other than maintaining affected sites in conformity with the relevant authority’s mandates and filing the required documents. All such maintenance costs are expensed as incurred. However, we cannot be certain that we have identified all environmental liabilities at our properties, that all necessary remediation actions have been or will be undertaken at our properties or that we will be indemnified, in full or at all, in the event that such environmental liabilities arise.
We carry insurance coverage on our properties of types and in amounts with deductibles that we believe are in line with coverage customarily obtained by owners of similar properties.
10. Capital
Shares and Units
As of September 30, 2026, there were 167,344 thousand shares of Class A common stock, 966 thousand shares of Class B common stock and 109,310 thousand operating partnership units outstanding. The controlling interest of 60.6 % is owned by ESRT. The other 39.4 % non-controlling interest in the OP is diversified among various limited partners, some of whom include Company directors, senior management and employees. ESRT has two classes of common stock as a means to
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give OP Unit holders voting rights in the public company that correspond to their economic interest in the combined entity. A one-time option was created at our formation transactions for any pre-Offering OP Unit holder to exchange one OP Unit out of every 50 OP Units they owned for one ESRT Class B share, and such ESRT Class B share carries 50 votes per share.
Stock and Publicly Traded Operating Partnership Unit Repurchase Program
ESRT's Board of Directors authorized the repurchase of up to $500.0 million of ESRT's Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2026 through December 31, 2027. Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by ESRT and us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate us to acquire any particular amount of securities, and the program may be suspended or discontinued at our discretion without prior notice. During the three months ended September 30, 2026, ESRT repurchased $22.8 million of common stock at a weighted average price of $4.40 per share. As of September 30, 2026, ESRT had $477.2 million remaining of the authorized repurchase amount.
The following table summarizes repurchases of equity securities in each of the three months ended September 30, 2026 under the repurchase program described above:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Maximum Approximate Dollar Value Available for Future Purchase (in thousands) | |||||||||||||||||||
| July 1 - July 31, 2026 | $ | $ | |||||||||||||||||||||
| August 1 - August 31, 2026 | $ | $ | |||||||||||||||||||||
| September 1 - September 30, 2026 | $ | $ | |||||||||||||||||||||
Subsequent to September 30, 2026, through November 6, 2026, ESRT repurchased 13,675,160 shares of ESRT Class A common stock for approximately $63.3 million at a weighted average price of $4.63 per share. As of November 6, 2026, ESRT had $413.9 million remaining of the authorized repurchase amount.
Private Perpetual Preferred Units
As of September 30, 2026, there were 4,664 thousand Series 2019 Private Perpetual Preferred Units ("Series 2019 Preferred Units") and 1,560 thousand Series 2014 Private Perpetual Preferred Units ("Series 2014 Preferred Units") outstanding. The Series 2019 Preferred Units have a liquidation preference of $13.52 per unit and are entitled to receive cumulative preferential annual cash distributions of $0.70 per unit payable in arrears on a quarterly basis. The Series 2014 Preferred Units have a liquidation preference of $16.62 per unit and are entitled to receive cumulative preferential annual cash distributions of $0.60 per unit payable in arrears on a quarterly basis. Both series are not redeemable at the option of the holders and are redeemable at our option only in the case of specific defined events.
Distributions
The following is a summary of distribution activity:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Distributions accrued and paid to OP unitholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Distributions accrued and paid to preferred unitholders | ( | ( | ( | ( | ||||||||||||||||||||||
Incentive and Share-Based Compensation
On May 14, 2026, the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan (the “2026 Plan”) was approved by our shareholders. The 2026 Plan provides for grants to directors, employees and consultants of ESRT and the Operating Partnership, including options, restricted stock, restricted stock units, stock appreciation rights,
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performance awards, dividend equivalents and other equity-based awards, and replaced the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2024 Equity Incentive Plan ("2024 Plan", and collectively with the 2026 Plan, the "Plans"). The shares of ESRT Class A common stock underlying any awards under the Plans that are forfeited, canceled or otherwise terminated, other than by exercise, will be added back to the shares of ESRT Class A common stock available for issuance under the 2026 Plan. Shares tendered or held back upon exercise of a stock option or settlement of an award under the Plans to cover the exercise price or tax withholding and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of ESRT Class A common stock available for issuance under the 2026 Plan. In addition, shares of ESRT Class A common stock repurchased on the open market will not be added back to the shares of ESRT Class A common stock available for issuance under the 2026 Plan.
An aggregate of 15.0 million shares of ESRT common stock was authorized for issuance under awards granted pursuant to the 2026 Plan, and as of September 30, 2026, approximately 15.0 million shares of common stock remain available for future issuance.
Long-term incentive plan ("LTIP") units are a special class of partnership interests. Each LTIP unit awarded will be deemed equivalent to an award of one share of ESRT stock under the Plans, reducing the availability for other equity awards on a one -for-one basis. The vesting period for LTIP units, if any, will be determined at the time of issuance. Under the terms of the LTIP units, we will revalue our assets for tax purposes upon the occurrence of certain specified events, and any increase in valuation from the time of one such event to the next such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of unitholders. Subject to any agreed upon exceptions, once vested and having achieved parity with unitholders, LTIP units are convertible into Series PR operating partnership units on a one -for-one basis.
LTIP units subject to time-based vesting, whether vested or not, receive the same per unit distributions as operating partnership units, which equal per share dividends (both regular and special) on ESRT's common stock. Market and performance-based LTIPs receive 10 % of such distributions currently, unless and until such LTIP units are earned based on performance, at which time they will receive the accrued and unpaid 90 % and will commence receiving 100 % of such distributions thereafter.
The awards subject to time-based vesting vest ratably over a period of years, subject generally to the grantee's continued employment. The vesting of the LTIP units subject to market-based vesting is based on the achievement of relative total stockholder return ("TSR") hurdles over a three-year performance period. The vesting of the LTIP units subject to performance-based vesting is based on the achievement of (i) operational metrics over a one-year performance period, subject to a three-year absolute TSR modifier, and (ii) sustainability metrics over a three-year performance period.
Share-based compensation for time-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the shorter of (i) the stated vesting period, which is generally three, four or five years , or (ii) the period from the date of grant to the date the employee becomes retirement eligible for awards granted to non-named executive officer employees and awards granted before 2025 to named executive officers, which may occur upon grant. An employee is retirement eligible when the employee attains the (i) age of 65 and (ii) the date on which the employee has first completed the requisite years of continuous service with us or our affiliates. Share-based compensation for market-based equity awards and performance-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over three or four years . Additionally, for the performance-based equity awards, we assess, at each reporting period, whether it is probable that the performance conditions will be satisfied. We recognize expense respective to the number of awards we expect to vest at the conclusion of the measurement period. Changes in estimate are accounted for in the period of change through a cumulative catch-up adjustment. Any forfeitures of share-based compensation awards are recognized as they occur.
For the market-based LTIP units, the fair value of the awards was estimated using a Monte Carlo Simulation model and discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. Our stock price, along with the prices of the comparative indexes, is assumed to follow the Geometric Brownian Motion Process. Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on our stock price and the comparative indexes were estimated based on implied volatilities and historical volatilities using an appropriate look-back period. The expected growth rate of the stock prices over the performance period is determined with consideration of the risk-free rate as of the grant date. For LTIP unit awards that are time or performance based, the fair value of the awards was
24
estimated based on the fair value of our stock at the grant date discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. For restricted stock awards, the fair value of the awards is based on the market price of ESRT stock at the grant date.
LTIP units and ESRT restricted stock issued during the nine months ended September 30, 2026 were valued at $25.4 million. The weighted average per unit or share fair value was $3.90 for grants issued for the nine months ended September 30, 2026. The fair value per unit or share granted in 2026 was estimated on the respective dates of grant using the following assumptions:
| 2026 | |||||
| Expected life | |||||
| Dividend rate | |||||
| Risk-free interest rate | |||||
| Expected price volatility | |||||
No other stock options, dividend equivalents, or stock appreciation rights were issued or outstanding during the nine months ended September 30, 2026.
The following is a summary of ESRT restricted stock and LTIP unit activity for the nine months ended September 30, 2026:
| Restricted Stock | Time-based LTIPs | Market-based LTIPs | Performance-based LTIPs | Weighted Average Grant Fair Value | |||||||||||||||||||||||||
Unvested balance at December 31, 2025 | $ | ||||||||||||||||||||||||||||
| Vested | ( | ( | ( | ( | |||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||
| Forfeited or unearned | ( | ( | ( | ( | |||||||||||||||||||||||||
Unvested balance at September 30, 2026 | $ | ||||||||||||||||||||||||||||
The time-based LTIPs and ESRT restricted stock awards granted to non-named executive officers or granted to certain named executive officers before 2025, are treated for accounting purposes as immediately vested upon the later of (i) the date the grantee attains the age of 65 , and (ii) the date on which the grantee has first completed the requisite years of continuous service with our Company or its affiliates. For award agreements that qualify, we recognize noncash compensation expense on the grant date for the time-based awards and ratably over the vesting period for the market-based and performance-based awards, and accordingly, we recognized $0.3 million and $3.2 million for the three and nine months ended September 30, 2026, respectively, and $1.0 million and $3.7 million for the three and nine months ended September 30, 2025, respectively. Unrecognized compensation expense was $0.9 million at September 30, 2026, which will be recognized over a weighted average period of 1.0 year.
For the remainder of the LTIP unit awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $5.6 million and $19.7 million for the three and nine months ended September 30, 2026, respectively, and $5.4 million and $14.6 million for the three and nine months ended September 30, 2025, respectively. Unrecognized compensation expense was $33.6 million at September 30, 2026, which will be recognized over a weighted average period of 2.5 years.
Earnings Per Unit
Earnings per unit is calculated by dividing the net income (loss) attributable to common unitholders by the weighted average number of units outstanding during the respective period. Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Share-based payment awards are included in the calculation of diluted income using the treasury stock method if dilutive.
25
Earnings per unit is computed as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (amounts in thousands, except per unit amounts) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Private perpetual preferred unit distributions | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to common unitholders – basic and diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average units outstanding – basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Stock-based compensation plans | |||||||||||||||||||||||
| Weighted average units outstanding – diluted | |||||||||||||||||||||||
| Earnings per unit: | |||||||||||||||||||||||
| Basic | $ | $ | $ | ( | $ | ||||||||||||||||||
| Diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
There were 1.5 million and 2.7 million antidilutive shares and LTIP units for the three and nine months ended September 30, 2026, respectively, and there were zero
11. Related Party Transactions
Supervisory Fee Revenue
Since ESRT became a public company, we have earned supervisory fees from entities affiliated with Anthony E. Malkin, our Chairman and Chief Executive Officer. These fees were $0.2 million and $0.7 million for the three and nine months ended September 30, 2026, respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2025, respectively. These fees are included within third-party management and other fees.
Property Management Fee Revenue
Since ESRT became a public company, we have earned property management fees from entities affiliated with Anthony E. Malkin. These fees were $0.1 million and $0.1 million for the three and nine months ended September 30, 2026, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively. These fees are included within third-party management and other fees.
Other
We receive rent generally at the market rental rate for 5,447 square feet of leased space from an entity affiliated with Anthony E. Malkin at one of our properties. Under the lease, the tenant has the right to cancel such lease without special payment on 90 days’ notice. We also have a shared use agreement with such tenant, to occupy a portion of the leased premises as the office location for Peter L. Malkin, our chairman emeritus, utilizing approximately 15 % of the space, for which we pay to such tenant an allocable pro rata share of the cost. We also have agreements with these entities and excluded properties and businesses to provide them with general computer-related support services. Total aggregate revenue was $0.1 million and $0.3 million for the three and nine months ended September 30, 2026, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively.
One of our directors, Hannah Yang, is sister to Heela Yang, who is Founder and former Chief Executive Officer of Sol de Janeiro USA, a tenant at One Grand Central Place — the 11-year , 57,203 square foot lease, commenced in April 2025 with a starting annualized rent of $3.5 million. In connection with this lease, the Company performed tenant-specific improvements of approximately $6.0 million. Sol de Janeiro is a subsidiary of L’Occitane, a tenant at 111 W. 33rd Street.
26
RRE Ventures, in which one of our directors, James D. Robinson IV, is a general partner, owns an approximately 17 % interest in Pilot Fiber Inc. (“Pilot Fiber”). A subsidiary of Pilot Fiber is a licensee at the Empire State Building, where they license space for equipment. The license commenced in July 2025 and calls for an initial annual license fee of $0.1 million. In addition, Pilot Fiber currently provides internet connectivity services at eight of our properties and is expected to be expanded to additional buildings within our portfolio. Total expense was less than $0.1 million for the three and nine months ended September 30, 2026.
12. Segment Reporting
The Company's operating segments are based on our method of internal reporting and include our office properties, retail portfolio, multifamily portfolio, and the Observatory. These operating segments have been aggregated for reporting into two reportable segments: (1) real estate and (2) Observatory. Our real estate segment includes all activities related to the ownership, management, operation, acquisition, redevelopment, repositioning and disposition of our traditional real estate assets. Our Observatory segment operates the 86th and 102nd floor observatories at the Empire State Building. These two lines of businesses are managed separately because each business requires different support infrastructures, provides different services and has dissimilar economic characteristics such as investments needed, stream of revenues and marketing strategies. We account for intersegment sales and rents as if the sales or rents were to third parties.
Our Chief Executive Officer, who also serves as our Chief Operating Decision Maker ("CODM"), manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. The CODM uses Net Operating Income ("NOI") to review actual performance and decide whether to invest in capital expenditures, pursue acquisitions and/or dispositions, determine dividend payments, and/or engage in other capital transactions. Our CODM does not evaluate operating segments using asset or liability information.
27
The following tables provide components of segment net operating income (loss) for each segment:
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| (amounts in thousands) | Real Estate | Observatory | Intersegment Elimination | Total | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Revenue, excluding third-party management and other fees | $ | $ | $ | $ | ||||||||||||||||||||||
| Intercompany rental revenue | ( | |||||||||||||||||||||||||
| Total revenues, excluding third-party management and other fees | ( | |||||||||||||||||||||||||
| Segment operating expenses: | ||||||||||||||||||||||||||
| Property operating expenses | ||||||||||||||||||||||||||
| Observatory expenses | ||||||||||||||||||||||||||
Other segment expenses(1) | ( | |||||||||||||||||||||||||
| Total segment operating expenses | ( | |||||||||||||||||||||||||
| Net operating income | $ | $ | $ | $ | ||||||||||||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (amounts in thousands) | Real Estate | Observatory | Intersegment Elimination | Total | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Revenue, excluding third-party management and other fees | $ | $ | $ | $ | ||||||||||||||||||||||
| Intercompany rental revenue | ( | |||||||||||||||||||||||||
| Total revenues, excluding third-party management and other fees | ( | |||||||||||||||||||||||||
| Segment operating expenses: | ||||||||||||||||||||||||||
| Property operating expenses | ||||||||||||||||||||||||||
| Observatory expenses | ||||||||||||||||||||||||||
Other segment expenses(1) | ( | |||||||||||||||||||||||||
| Total segment operating expenses | ( | |||||||||||||||||||||||||
| Net operating income | $ | $ | $ | $ | ||||||||||||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.
28
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| (amounts in thousands) | Real Estate | Observatory | Intersegment Elimination | Total | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Revenue, excluding third-party management and other fees | $ | $ | $ | $ | ||||||||||||||||||||||
| Intercompany rental revenue | ( | |||||||||||||||||||||||||
| Total revenues, excluding third-party management and other fees | ( | |||||||||||||||||||||||||
| Segment operating expenses: | ||||||||||||||||||||||||||
| Property operating expenses | ||||||||||||||||||||||||||
| Observatory expenses | ||||||||||||||||||||||||||
Other segment expenses(1) | ( | |||||||||||||||||||||||||
| Total segment operating expenses | ( | |||||||||||||||||||||||||
| Net operating income (loss) | $ | $ | ( | $ | $ | |||||||||||||||||||||
(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (amounts in thousands) | Real Estate | Observatory | Intersegment Elimination | Total | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Revenue, excluding third-party management and other fees | $ | $ | $ | $ | ||||||||||||||||||||||
| Intercompany rental revenue | ( | |||||||||||||||||||||||||
| Total revenues, excluding third-party management and other fees | ( | |||||||||||||||||||||||||
| Segment operating expenses: | ||||||||||||||||||||||||||
| Property operating expenses | ||||||||||||||||||||||||||
| Observatory expenses | ||||||||||||||||||||||||||
Other segment expenses(1) | ( | |||||||||||||||||||||||||
| Total segment operating expenses | ( | |||||||||||||||||||||||||
| Net operating income | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.
Below is a reconciliation of Net operating income to Income (loss) before income taxes:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| (unaudited) | (unaudited) | ||||||||||||||||||||||
| Net Operating Income | $ | $ | $ | $ | |||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Gain (loss) on disposition of property | ( | ||||||||||||||||||||||
| Third-party management and other fees | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense associated with property in receivership | ( | ||||||||||||||||||||||
| Goodwill impairment charge | ( | ||||||||||||||||||||||
| Income (loss) before Income Taxes | $ | $ | $ | ( | $ | ||||||||||||||||||
29
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise requires or indicates, references in this section to “we,” “our,” and “us” refer to the Empire State Realty OP, L.P. and its consolidated subsidiaries. This Management’s Discussion and Analysis provides a comparison of our performance for the three and nine month periods ended September 30, 2026 with the corresponding three and nine month periods ended September 30, 2025 and reviews our financial position as of September 30, 2026. The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend these forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and can generally be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “estimate,” “may,” “will,” “should,” “would,” and similar expressions.
Forward-looking statements are based on our current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among others: economic and market conditions (including the impact of catastrophic events, pandemics, extreme weather, terrorism, armed hostilities, cybersecurity threats and other technology disruptions); increased costs due to tariffs or other economic factors; changes in the New York City office, retail, multifamily and tourism markets (including changes in the use of office space and remote work); leasing activity, tenant defaults, early terminations and renewals, occupancy levels and rental rates; performance of the Observatory (including tourism levels, currency and geopolitical impacts, weather and competition); interest rate volatility and capital markets conditions, including our ability to refinance, restructure or extend indebtedness; real estate valuation declines and potential impairment charges; our ability to execute capital projects and complete acquisitions on acceptable terms; risks relating to governmental regulation, environmental and climate-related requirements (including Local Law 97), and our ability to achieve sustainability goals and metrics; risks relating to our ground lease; our ability to maintain our qualification as a REIT; potential taxable gain arising from transactions structured to qualify under Section 1031; legal proceedings; and risks relating to our disclosure controls and internal control over financial reporting. For a discussion of these and other factors, see the section entitled “Risk Factors” in the Company’s Annual Report for the year ended December 31, 2025, and any additional factors that may be contained in any filing the Company makes with the SEC. We undertake no obligation to update or revise any forward-looking statement to reflect subsequent events or circumstances, except as required by law.
Overview
Highlights for the three months ended September 30, 2026
•Net income attributable to the Company of $4.8 million.
•Core Funds From Operations of $52.7 million attributable to common unitholders.
•Signed a total of 189,477 rentable square feet of new, renewal, and expansion leases.
•In August 2026, we entered into a purchase and sale agreement for the sale of 1359 Broadway in New York, NY. In October 2026, subsequent to quarter-end, the Company closed on the sale of 1359 Broadway at a sale price of $217.5 million, subject to certain post-closing obligations.
Results of Operations
The discussion below relates to our results of operations for the three and nine months ended September 30, 2026 and 2025, respectively.
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
The following table summarizes the historical results of operations:
30
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | ||||||||||||||||||||||||||||||||
| (amounts in thousands) | Real Estate Segment | Observatory Segment | Total | Real Estate Segment | Observatory Segment | Total | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 161,966 | $ | — | $ | 161,966 | $ | 158,410 | $ | — | $ | 158,410 | $ | 3,556 | 2.2 | % | |||||||||||||||||||
| Observatory revenue | — | 26,808 | 26,808 | — | 36,037 | 36,037 | (9,229) | (25.6) | % | ||||||||||||||||||||||||||
| Third-party management and other fees | 277 | — | 277 | 404 | — | 404 | (127) | (31.4) | % | ||||||||||||||||||||||||||
| Other revenues and fees | 4,002 | — | 4,002 | 2,879 | — | 2,879 | 1,123 | 39.0 | % | ||||||||||||||||||||||||||
| Total revenues | 166,245 | 26,808 | 193,053 | 161,693 | 36,037 | 197,730 | (4,677) | (2.4) | % | ||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Property operating expenses | 46,497 | — | 46,497 | 46,957 | — | 46,957 | 460 | 1.0 | % | ||||||||||||||||||||||||||
| Ground rent expenses | 447 | — | 447 | 2,331 | — | 2,331 | 1,884 | 80.8 | % | ||||||||||||||||||||||||||
| General and administrative expenses | 17,174 | — | 17,174 | 18,743 | — | 18,743 | 1,569 | 8.4 | % | ||||||||||||||||||||||||||
| Observatory expenses | — | 11,204 | 11,204 | — | 9,510 | 9,510 | (1,694) | (17.8) | % | ||||||||||||||||||||||||||
| Real estate taxes | 35,259 | — | 35,259 | 33,241 | — | 33,241 | (2,018) | (6.1) | % | ||||||||||||||||||||||||||
| Depreciation and amortization | 46,546 | 115 | 46,661 | 47,573 | 42 | 47,615 | 954 | 2.0 | % | ||||||||||||||||||||||||||
| Total operating expenses | 145,923 | 11,319 | 157,242 | 148,845 | 9,552 | 158,397 | 1,155 | 0.7 | % | ||||||||||||||||||||||||||
| Operating income | 20,322 | 15,489 | 35,811 | 12,848 | 26,485 | 39,333 | (3,522) | (9.0) | % | ||||||||||||||||||||||||||
| Intercompany rent revenue (expense) | 12,458 | (12,458) | — | 20,185 | (20,185) | — | — | — | % | ||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Interest income | 795 | 172 | 967 | 992 | 154 | 1,146 | (179) | (15.6) | % | ||||||||||||||||||||||||||
| Interest expense | (27,883) | — | (27,883) | (25,189) | — | (25,189) | (2,694) | (10.7) | % | ||||||||||||||||||||||||||
| Loss on disposition of property | (1,125) | — | (1,125) | — | — | — | (1,125) | N/A | |||||||||||||||||||||||||||
| Income before income taxes | 4,567 | 3,203 | 7,770 | 8,836 | 6,454 | 15,290 | (7,520) | (49.2) | % | ||||||||||||||||||||||||||
| Income tax expense | (785) | (1,090) | (1,875) | (317) | (1,328) | (1,645) | (230) | (14.0) | % | ||||||||||||||||||||||||||
| Net income | 3,782 | 2,113 | 5,895 | 8,519 | 5,126 | 13,645 | (7,750) | (56.8) | % | ||||||||||||||||||||||||||
| Private perpetual preferred unit distributions | (1,050) | — | (1,050) | (1,050) | — | (1,050) | — | — | % | ||||||||||||||||||||||||||
| Net income attributable to common unitholders | $ | 2,732 | $ | 2,113 | $ | 4,845 | $ | 7,469 | $ | 5,126 | $ | 12,595 | $ | (7,750) | (61.5) | % | |||||||||||||||||||
Real Estate Segment
Rental Revenue
The increase in rental revenue during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily attributable to higher base rent from new or renewed tenants, increases in tenant reimbursement income partially offset by the net impact of acquisitions and dispositions made during 2025 and 2026 as disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Quarterly Report on Form 10-Q.
Ground Rent Expenses
The decrease in ground rent expenses during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was due to the acquisition of land underlying the properties at 111 West 33rd Street and 1400 Broadway in May 2026 as disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Quarterly Report on Form 10-Q.
Interest Expense
The increase in interest expense during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to the December 2025 issuance of Series L senior unsecured notes of $175.0 million, the July 2026 issuance of Series M senior unsecured notes of $130.0 million and the draws on the revolving credit facility during 2026, partially offset by the December 2025 repayment of the Metro Center mortgage of $71.6 million, the $55.0 million paydown of Series B senior unsecured notes, and the purchaser's assumption of 250 West 57th Street mortgage of $180.0 million.
31
Observatory Segment
Observatory Revenue
Observatory revenues were lower due to a continued decline in visitation during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 from a reduction in pass program performance and a continued decrease in international visitors.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | ||||||||||||||||||||||||||||||||
| (amounts in thousands) | Real Estate Segment | Observatory Segment | Total | Real Estate Segment | Observatory Segment | Total | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 493,237 | $ | — | $ | 493,237 | $ | 466,492 | $ | — | $ | 466,492 | $ | 26,745 | 5.7 | % | |||||||||||||||||||
| Observatory revenue | — | 69,543 | 69,543 | — | 93,097 | 93,097 | (23,554) | (25.3) | % | ||||||||||||||||||||||||||
| Lease termination fees | 1,356 | — | 1,356 | 464 | — | 464 | 892 | 192.2 | % | ||||||||||||||||||||||||||
| Third-party management and other fees | 822 | — | 822 | 1,243 | — | 1,243 | (421) | (33.9) | % | ||||||||||||||||||||||||||
| Other revenues and fees | 15,319 | — | 15,319 | 7,750 | — | 7,750 | 7,569 | 97.7 | % | ||||||||||||||||||||||||||
| Total revenues | 510,734 | 69,543 | 580,277 | 475,949 | 93,097 | 569,046 | 11,231 | 2.0 | % | ||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Property operating expenses | 142,015 | — | 142,015 | 136,897 | — | 136,897 | (5,118) | (3.7) | % | ||||||||||||||||||||||||||
| Ground rent expenses | 4,284 | — | 4,284 | 6,994 | — | 6,994 | 2,710 | 38.7 | % | ||||||||||||||||||||||||||
| General and administrative expenses | 60,390 | — | 60,390 | 54,368 | — | 54,368 | (6,022) | (11.1) | % | ||||||||||||||||||||||||||
| Observatory expenses | — | 30,867 | 30,867 | — | 27,450 | 27,450 | (3,417) | (12.4) | % | ||||||||||||||||||||||||||
| Real estate taxes | 102,784 | — | 102,784 | 98,898 | — | 98,898 | (3,886) | (3.9) | % | ||||||||||||||||||||||||||
| Goodwill impairment charge | — | 166,113 | 166,113 | — | — | — | (166,113) | N/A | |||||||||||||||||||||||||||
| Depreciation and amortization | 147,051 | 218 | 147,269 | 144,068 | 128 | 144,196 | (3,073) | (2.1) | % | ||||||||||||||||||||||||||
| Total operating expenses | 456,524 | 197,198 | 653,722 | 441,225 | 27,578 | 468,803 | (184,919) | (39.4) | % | ||||||||||||||||||||||||||
| Operating income (loss) | 54,210 | (127,655) | (73,445) | 34,724 | 65,519 | 100,243 | (173,688) | (173.3) | % | ||||||||||||||||||||||||||
| Intercompany rent revenue (expense) | 40,050 | (40,050) | — | 56,011 | (56,011) | — | — | — | % | ||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Interest income | 2,675 | 480 | 3,155 | 6,420 | 379 | 6,799 | (3,644) | (53.6) | % | ||||||||||||||||||||||||||
| Interest expense | (83,825) | — | (83,825) | (77,253) | — | (77,253) | (6,572) | (8.5) | % | ||||||||||||||||||||||||||
| Interest expense associated with property in receivership | — | — | — | (647) | — | (647) | 647 | 100.0 | % | ||||||||||||||||||||||||||
| Gain on disposition of property | 123,497 | — | 123,497 | 13,170 | — | 13,170 | 110,327 | 837.7 | % | ||||||||||||||||||||||||||
| Income (loss) before income taxes | 136,607 | (167,225) | (30,618) | 32,425 | 9,887 | 42,312 | (72,930) | (172.4) | % | ||||||||||||||||||||||||||
| Income tax (expense) benefit | (1,370) | 1,324 | (46) | (682) | (822) | (1,504) | 1,458 | 96.9 | % | ||||||||||||||||||||||||||
| Net income (loss) | 135,237 | (165,901) | (30,664) | 31,743 | 9,065 | 40,808 | (71,472) | (175.1) | % | ||||||||||||||||||||||||||
| Private perpetual preferred unit distributions | (3,151) | — | (3,151) | (3,151) | — | (3,151) | — | — | % | ||||||||||||||||||||||||||
| Net income (loss) attributable to common unitholders | $ | 132,086 | $ | (165,901) | $ | (33,815) | $ | 28,592 | $ | 9,065 | $ | 37,657 | $ | (71,472) | (189.8) | % | |||||||||||||||||||
Real Estate Segment
Rental Revenue
The increase in rental revenue during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily attributable to the net impact of acquisitions and dispositions made during 2025 and 2026 as disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Quarterly Report on Form 10-Q, higher base rent from new and renewed tenants, and increases in tenant reimbursement income.
Other Revenues and Fees
The increase in other revenues and fees during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to the receipt of real estate tax abatement refunds related to 2024 and 2025.
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Property Operating Expenses
The increase in property operating expenses during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to higher operating payroll costs and utilities costs.
General and Administrative Expenses
The increase in general and administrative expenses during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to $6.2 million of severance costs due to certain role eliminations.
Interest Income
The decrease in interest income during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 is primarily due to lower cash balances due to property acquisitions during 2025 and 2026. See "Financial Statements - Note 5. Debt" in this Quarterly Report on Form 10-Q.
Interest Expense
The increase in interest expense during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was attributable to the December 2025 issuance of Series L senior unsecured notes of $175.0 million, the July 2026 issuance of Series M senior unsecured notes of $130.0 million and the draws on the revolving credit facility during 2026, partially offset by the December 2025 repayment of the Metro Center mortgage of $71.6 million, the $55.0 million paydown of Series B senior unsecured notes, and the purchaser's assumption of 250 West 57th Street mortgage of $180.0 million.
Gain on Disposition of Property
The gain on disposition activity for the nine months ended September 30, 2026 relates to the disposition of 250 West 57th Street in New York, New York. The gain on disposition activity for the nine months ended September 30, 2025 represents the deconsolidation of the mezzanine debt obligation in connection with the completion of the consensual foreclosure of First Stamford Place in Stamford, Connecticut in February 2025. See "Financial Statements - Note 3. Acquisitions and Dispositions" for additional details.
Observatory Segment
Observatory Revenue
Observatory revenues were lower due to a continued decline in visitation during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 from a reduction in pass program performance and a continued decrease in international visitors.
Goodwill Impairment Charge
We recognized a non-cash goodwill impairment charge of $166.1 million during the nine months ended September 30, 2026 as a result of a decline in projected performance and expected future cash flows due to a sustained decline in visitor volume from a reduction in pass program performance and a continued decrease in international visitors. The $61.4 million goodwill remaining in the Observatory reporting unit remains at risk of future impairment if the fair value of the reporting unit decreases due to changes in the amount or timing of expected future cash flows, decreases in visitation in excess of expectations, an inability to execute management’s business strategies, or general market conditions. See "Financial Statements - Note 4. Deferred Costs, Acquired Lease Intangibles and Goodwill" for additional details.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, including lease-up costs, fund our redevelopment and repositioning programs, acquire properties, make distributions to our securityholders and fulfill other general business needs. Based on the historical experience of our management and our business strategy, in the foreseeable future we anticipate we will continue to generate positive cash flows from operations. In order for ESRT to qualify as a REIT, ESRT is required under the Internal Revenue Code of 1986 to distribute to its stockholders, on an annual basis, at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We expect to make quarterly distributions, as required, to our securityholders.
While we may be able to anticipate and plan for certain liquidity needs, there may be unexpected increases in uses of cash that are beyond our control and which would affect our financial condition and results of operations. For example, we may be required to comply with new laws or regulations that cause us to incur unanticipated capital expenditures for our properties, thereby increasing our liquidity needs. Even if there are no material changes to our anticipated liquidity requirements, our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or needed. Our primary sources of liquidity will generally consist of cash on hand, cash
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generated from our operating activities, debt issuances, common and/or preferred equity issuances and unused borrowing capacity under our unsecured revolving credit facility. We expect to meet our short-term liquidity requirements, including distributions, operating expenses, working capital, debt service, and capital expenditures from cash flows from operations, cash on hand, debt issuances, common and/or preferred issuances and available borrowing capacity under our unsecured revolving credit facility. The availability of these borrowings is subject to the conditions set forth in the applicable loan agreements. We expect to meet our long-term capital requirements, including acquisitions, redevelopments, repositioning and capital expenditures through our cash flows from operations, cash on hand, our unsecured revolving credit facility, mortgage financings, debt issuances, common and/or preferred equity issuances and asset sales. Our properties require periodic investments of capital for individual lease related tenant improvement allowances, general capital improvements and costs associated with capital expenditures. Our overall leverage will depend on our mix of investments and the cost of leverage. ESRT's charter does not restrict the amount of leverage that we may use.
At September 30, 2026, we had $85.3 million available in cash and cash equivalents and there was $520.0 million available under our unsecured revolving credit facility.
At September 30, 2026, we had approximately $2.2 billion of total indebtedness outstanding, with a weighted average interest rate of 4.78% and a weighted average maturity of 4.5 years.
Portfolio Transaction Activity
In August 2026, we entered into a purchase and sale agreement for the sale of 1359 Broadway in New York, NY. In October 2026, subsequent to quarter-end, the Company closed on the sale of 1359 Broadway at a sale price of $217.5 million, subject to certain post-closing obligations.
In June 2026, we closed on the sale of 250 West 57th Street at a sale price of $275.0 million, which included the purchaser's assumption of the $180.0 million mortgage.
In May 2026, we completed the purchase of land underlying the properties at 111 West 33rd Street and 1400 Broadway, which carried remaining ground lease terms of approximately 51 and 38 years, respectively, for an aggregate purchase price of $110.0 million.
In March 2026, we closed on the acquisition of a retail property on North 6th Street in Williamsburg, Brooklyn for a purchase price of $46.0 million.
In December 2025, we closed on the sale of an office property, Metro Center, in Stamford, Connecticut at a sale price of $64.0 million in addition to a release to us of approximately $6.2 million of restricted cash previously held in escrow. In connection with this sale, we repaid the related $71.6 million mortgage.
In December 2025, we closed on the acquisition of 130 Mercer Street (555-557 Broadway, "The Scholastic Building"), located in the SoHo submarket of Manhattan, for a purchase price of $386.0 million.
In June 2025, we closed on the acquisition of two retail properties on North 6th Street in Williamsburg, Brooklyn for a purchase price of $31.0 million.
Unsecured Revolving Credit and Term Loan Facilities
As of September 30, 2026, unsecured term loan facilities, net, amounted to $337.3 million. We have no unsecured term loans maturing until March 2029.
In July 2026, we entered into a first amendment to our amended and restated credit agreement, dated November 14, 2025, with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, which governs our senior unsecured term loan credit facility (the “Wells Term Loan Facility”). The Wells Term Loan Facility has a $490.0 million initial maximum principal amount, comprised of the existing $245.0 million term loan credit facility and an incremental $245.0 million delayed draw term loan facility. The delayed draw term loan facility may be drawn in six months following the closing date. The senior unsecured term loan credit facility matures on January 15, 2031 and the delayed draw term loan facility matures on January 12, 2032.
As of September 30, 2026, we had $100.0 million borrowings under the Revolving Credit Facility.
See "Financial Statements - Note 5. Debt" for more information on our unsecured revolving credit and term loan facilities.
Financial Covenants
As of September 30, 2026, we were in compliance with the following financial covenants related to our unsecured facilities:
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| Financial Covenant | Required | September 30, 2026 | In Compliance | ||||||||
| Maximum total leverage | < 60% | 37.8 | % | Yes | |||||||
| Maximum secured leverage | < 40% | 7.9 | % | Yes | |||||||
| Minimum fixed charge coverage | > 1.50x | 2.5x | Yes | ||||||||
| Minimum unencumbered interest coverage | > 1.75x | 3.1x | Yes | ||||||||
| Maximum unsecured leverage | < 60% | 40.0 | % | Yes | |||||||
Mortgage Debt
As of September 30, 2026, mortgage notes payable, net, amounted to $442.4 million. Our next mortgage debt maturity is for $30.0 million in May 2027.
In March 2026, we closed on a $53.5 million mortgage loan at 10 Union Square East. The 10-year interest-only loan has a fixed rate of 5.33%, which includes the effect of treasury locks executed in connection with the refinancing of the $50.0 million loan that matured on April 1, 2026.
See "Financial Statements - Note 5. Debt" for more information on mortgage debt.
Senior Unsecured Notes
As of September 30, 2026, senior unsecured notes, net, amounted to $1.3 billion. We have no senior unsecured notes maturing until March 2027.
In July 2026, we closed on the issuance and sale of $130.0 million aggregate principal amount of 5.99% Series M Senior Notes due July 15, 2032.
See "Financial Statements - Note 5. Debt" for more information on senior unsecured notes.
Leverage Policies
We expect to employ leverage in our capital structure in amounts determined from time to time by ESRT's Board of Directors. In the evaluation of our level of indebtedness, ESRT's Board of Directors will consider a number of factors including the mix of recourse or non-recourse debt and cross-collateralized debt, mix of fixed or floating rate debt, and cost of leverage. ESRT's charter and bylaws do not limit the amount or percentage of indebtedness that we may incur nor do they restrict the form in which our indebtedness will be taken. ESRT's overall leverage will depend on our mix of investments and the cost of leverage. ESRT's Board of Directors may from time to time modify our leverage policies in light of the then-current economic conditions, access to and relative costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of ESRT's common stock and our traded OP units, growth and acquisition opportunities and other factors.
Capital Expenditures
The following tables summarize our tenant improvement costs, leasing commission costs and our capital expenditures for each of the periods presented (dollars in thousands, except per square foot amounts).
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Office Properties(1)
| Nine Months Ended September 30, | |||||||||||
Total New Leases, Expansions, and Renewals(2) | 2026 | 2025 | |||||||||
Number of leases signed(3) | 47 | 51 | |||||||||
| Total square feet | 625,263 | 523,002 | |||||||||
| Weighted average annualized cash rent per square foot for new and renewal leases executed during the year | $ | 70.81 | $ | 68.94 | |||||||
| Weighted average annualized cash rent per square foot for previous leases | 62.20 | 62.77 | |||||||||
| Percentage of new cash rent over previously escalated rents | 13.8 | % | 9.8 | % | |||||||
Leasing commission costs per square foot(4) | $ | 26.79 | $ | 24.78 | |||||||
Tenant improvement costs per square foot(4) | 83.09 | 65.69 | |||||||||
Total leasing commissions and tenant improvement costs per square foot(4) | $ | 109.88 | $ | 90.47 | |||||||
| Total leasing commissions and tenant improvement costs per square foot per year of weighted average lease term | $ | 11.82 | $ | 10.25 | |||||||
Retail Properties(1)(5)
| Nine Months Ended September 30, | |||||||||||
Total New Leases, Expansions, and Renewals(2) | 2026 | 2025 | |||||||||
Number of leases signed(3) | 12 | 7 | |||||||||
| Total square feet | 59,497 | 27,534 | |||||||||
| Weighted average annualized cash rent per square foot for new and renewal leases executed during the year | $ | 272.78 | $ | 183.86 | |||||||
| Weighted average annualized cash rent per square foot for previous leases | 337.27 | 211.21 | |||||||||
| Percentage of new cash rent over previously escalated rents | (19.1) | % | (12.9) | % | |||||||
Leasing commission costs per square foot(4) | $ | 76.54 | $ | 89.43 | |||||||
Tenant improvement costs per square foot(4) | 43.63 | 75.97 | |||||||||
Total leasing commissions and tenant improvement costs per square foot(4) | $ | 120.17 | $ | 165.40 | |||||||
| Total leasing commissions and tenant improvement costs per square foot per year of weighted average lease term | $ | 8.77 | $ | 13.25 | |||||||
_______________
(1)Office activity excludes an aggregate of 409,281 and 475,442 rentable square feet of retail space in our office properties in 2026 and 2025, respectively, that is included in the retail activity for the respective years.
(2)The number of leases signed includes "Early Renewals" which are leases signed over two years prior to the lease expiration.
(3)Presents a renewed and expansion lease as one lease signed.
(4)Presents all tenant improvement and leasing commission costs as if they were incurred in the period in which the lease was signed, which may be different than the period in which they were actually paid.
(5)Includes base retail in our multifamily properties.
| (amounts in thousands) | Nine Months Ended September 30, | ||||||||||
| Total Commercial Portfolio | 2026 | 2025 | |||||||||
Capital expenditures (1) | $ | 45,772 | $ | 47,413 | |||||||
_______________
(1)Includes all capital expenditures, excluding tenant improvements and leasing commission costs.
As of September 30, 2026, we expect to incur additional costs relating to obligations under existing lease agreements of approximately $112.4 million for tenant improvements and leasing commissions. We intend to fund the tenant improvements and leasing commission costs through a combination of operating cash flow, cash on hand and other borrowings.
Capital expenditures are considered part of both our short-term and long-term liquidity requirements. We intend to fund capital improvements through a combination of operating cash flow, cash on hand and other borrowings.
Distribution Policy
We intend to distribute our net taxable income to our securityholders in a manner intended to satisfy REIT distribution requirements and to avoid U.S. federal income tax liability.
Before we pay any distribution, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and obligations to make payments of principal and interest, if any. However, under some circumstances, we may be required to
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use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or make a taxable distribution of our shares in order to satisfy REIT distribution requirements.
Distribution to Equity Holders
Distributions amounting to $32.4 million and $32.4 million have been accrued or paid to equity holders for the nine months ended September 30, 2026 and 2025, respectively.
Stock and Publicly Traded Operating Partnership Unit Repurchase Program
ESRT's Board of Directors authorized the repurchase of up to $500.0 million of ESRT's Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2026 through December 31, 2027. Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by ESRT and us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate us to acquire any particular amount of securities, and the program may be suspended or discontinued at our discretion without prior notice. See "Financial Statements - Note 10. Capital" for a summary of ESRT's repurchase of equity securities in each of the three months ended September 30, 2026.
Subsequent to September 30, 2026, through November 6, 2026, ESRT repurchased 13,675,160 shares of ESRT Class A common stock for approximately $63.3 million at a weighted average price of $4.63 per share. As of November 6, 2026, ESRT had $413.9 million remaining of the authorized repurchase amount.
Cash Flows
Comparison of Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025
Net cash. Cash and cash equivalents and restricted cash were $119.7 million and $197.8 million as of September 30, 2026 and 2025, respectively. The decrease was primarily the result of the following changes in cash flows:
Operating activities. Net cash provided by operating activities decreased by $65.3 million to $149.9 million primarily due to changes in working capital, lease expirations and new lease commencements that are in a free rent period.
Investing activities. Net cash used in investing activities decreased by $22.9 million to $165.2 million primarily due to the $76.3 million decrease in capital expenditures in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 and the $75.7 million net proceeds from the disposition of 250 West 57th Street in June 2026. This was partially offset by our acquisition activities in 2026 which included the $114.3 million acquisition, inclusive of transaction costs, of land underlying the properties at 111 West 33rd Street and 1400 Broadway in May 2026, and the $46.5 million acquisition, inclusive of transaction costs and closing credits, of a retail property on North 6th Street in Williamsburg in March 2026 compared to the $31.7 million acquisition, inclusive of transaction costs and closing credits, of two retail properties on North 6th Street in Williamsburg in June 2025.
Financing activities. Net cash used in financing activities decreased by $228.5 million to $30.1 million primarily due to the $130.0 million issuance of Series M senior unsecured notes partially offset by the net repayments on the unsecured revolving credit facility of $45.0 million, the $55.0 million partial repayment of Series B senior unsecured notes, and $22.8 million of repurchases of ESRT Class A common stock in the nine months ended September 30, 2026 compared to the repayments in the nine months ended September 30, 2025, which included $120.0 million repayments of the unsecured revolving credit facility and the $100.0 million repayment of Series A senior unsecured notes. See "Financial Statements - Note 5. Debt."
Net Operating Income
Net Operating Income ("NOI") is a non-GAAP financial measure of performance. NOI is used by our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by: (i) the cost of funds of the property owner, (ii) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, (iii) acquisition expenses, loss on early extinguishment of debt, impairment charges and loss from derivative financial instruments, or (iv) general and administrative expenses and other gains and losses that are specific to the property owner. The cost of funds is eliminated from NOI because it is specific to the particular financing capabilities and constraints of the owner and is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office, retail or multifamily properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic
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conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly-timed purchases or sales. We believe that eliminating these costs from net income is useful to investors because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs.
However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness.
NOI is a measure of the operating performance of our properties but does not measure our performance as a whole. NOI is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP and discussions elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding the components of net income that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI or similarly titled measures and, accordingly, our NOI may not be comparable to similarly titled measures reported by other companies that do not define the measure exactly as we do.
The following table presents a reconciliation of our net income (loss), the most directly comparable GAAP measure, to NOI:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| (unaudited) | (unaudited) | ||||||||||||||||||||||
| Net income (loss) | $ | 5,895 | $ | 13,645 | $ | (30,664) | $ | 40,808 | |||||||||||||||
| Add: | |||||||||||||||||||||||
| General and administrative expenses | 17,174 | 18,743 | 60,390 | 54,368 | |||||||||||||||||||
| Depreciation and amortization | 46,661 | 47,615 | 147,269 | 144,196 | |||||||||||||||||||
| Interest expense | 27,883 | 25,189 | 83,825 | 77,253 | |||||||||||||||||||
| Interest expense associated with property in receivership | — | — | — | 647 | |||||||||||||||||||
| Goodwill impairment charge | — | — | 166,113 | — | |||||||||||||||||||
| Income tax expense | 1,875 | 1,645 | 46 | 1,504 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Loss (gain) on disposition of property | 1,125 | — | (123,497) | (13,170) | |||||||||||||||||||
| Third-party management and other fees | (277) | (404) | (822) | (1,243) | |||||||||||||||||||
| Interest income | (967) | (1,146) | (3,155) | (6,799) | |||||||||||||||||||
| Net operating income | $ | 99,369 | $ | 105,287 | $ | 299,505 | $ | 297,564 | |||||||||||||||
| Other Net Operating Income Data | |||||||||||||||||||||||
| Straight-line rental revenue | $ | 7,287 | $ | 4,688 | $ | 26,836 | $ | 13,719 | |||||||||||||||
| Net increase in amortization of rental revenue from above- and below-market leases | $ | 394 | $ | 821 | $ | 1,448 | $ | 2,459 | |||||||||||||||
| Amortization of acquired below-market ground leases | $ | 426 | $ | 1,957 | $ | 3,633 | $ | 5,873 | |||||||||||||||
Funds From Operations
We present below a discussion of Funds From Operations ("FFO"). We compute FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income (loss) (determined in accordance with GAAP), excluding impairment write-off of investments in depreciable real estate and investments in in-substance real estate investments, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to non-controlling interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. FFO is a widely recognized non-GAAP financial measure for REITs that we believe, when considered with financial statements determined in accordance with GAAP, is useful to investors in understanding financial performance and providing a relevant basis for comparison among REITs. In addition, we believe FFO is useful to investors as it captures features particular to real estate performance by recognizing that real estate has generally appreciated over time or maintains residual value to a much greater extent than do other depreciable assets. Investors should review FFO, along with GAAP net income, when trying to understand an equity REIT’s operating performance. We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested
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parties in the evaluation of REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results of operations, the utility of FFO as a measure of performance is limited. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.
Modified Funds From Operations
Modified Funds From Operations ("Modified FFO") adds back an adjustment for any below-market ground lease amortization to traditionally defined FFO. We believe this is a useful supplemental measure in evaluating our operating performance due to the non-cash accounting treatment under GAAP, which stems from the third quarter 2014 acquisition of two option properties following our formation transactions as they carry significantly below market ground leases, the amortization of which is material to our overall results. We present Modified FFO because we believe it is an important supplemental measure of our operating performance in that it adds back the non-cash amortization of below-market ground leases. There can be no assurance that Modified FFO presented by us is comparable to similarly titled measures of other REITs. Modified FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Modified FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.
Core Funds From Operations
Core FFO adds back to Modified FFO the following items: loss on early extinguishment of debt, acquisition expenses, severance expenses, IPO litigation expense, goodwill impairment charge and interest expense associated with property in receivership. The Company believes Core FFO is an important supplemental measure of its operating performance because it excludes non-recurring items. There can be no assurance that Core FFO presented by the Company is comparable to similarly titled measures of other REITs. Core FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. In future periods, we may also exclude other items from Core FFO that we believe may help investors compare our results.
The following table presents a reconciliation of our net income (loss), the most directly comparable GAAP measure, to FFO, Modified FFO and Core FFO:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| (unaudited) | (unaudited) | ||||||||||||||||||||||
| Net income (loss) | $ | 5,895 | $ | 13,645 | $ | (30,664) | $ | 40,808 | |||||||||||||||
| Private perpetual preferred unit distributions | (1,050) | (1,050) | (3,151) | (3,151) | |||||||||||||||||||
| Real estate depreciation and amortization | 45,700 | 46,741 | 144,455 | 141,533 | |||||||||||||||||||
| Loss (gain) on disposition of property | 1,125 | — | (123,497) | (13,170) | |||||||||||||||||||
| FFO attributable to common unitholders | 51,670 | 59,336 | (12,857) | 166,020 | |||||||||||||||||||
| Amortization of below-market ground leases | 426 | 1,957 | 3,633 | 5,873 | |||||||||||||||||||
| Modified FFO attributable to common unitholders | 52,096 | 61,293 | (9,224) | 171,893 | |||||||||||||||||||
| Interest expense associated with property in receivership | — | — | — | 647 | |||||||||||||||||||
| Severance expenses | 637 | — | 6,173 | — | |||||||||||||||||||
| Goodwill impairment charge | — | — | 166,113 | — | |||||||||||||||||||
| Core FFO attributable to common unitholders | $ | 52,733 | $ | 61,293 | $ | 163,062 | $ | 172,540 | |||||||||||||||
| Weighted average Operating Partnership units | |||||||||||||||||||||||
| Basic | 269,064 | 266,963 | 268,936 | 266,978 | |||||||||||||||||||
| Diluted | 270,115 | 270,357 | 268,936 | 269,945 | |||||||||||||||||||
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Factors That May Influence Future Results of Operations
Leasing
Due to the relatively small number of leases that are signed in any particular quarter, one or more larger leases may have a disproportionately positive or negative impact on average rent, tenant improvement and leasing commission costs for that period. As a result, we believe it is more appropriate when analyzing trends in average rent and tenant improvement and leasing commission costs to review activity over multiple quarters or years. Tenant improvement costs include expenditures for general improvements occurring concurrently with, but that are not directly related to, the cost of installing a new tenant. Leasing commission costs are similarly subject to significant fluctuations depending upon the length of leases being signed and the mix of tenants from quarter to quarter.
As of September 30, 2026, with the exclusion of 1359 Broadway that was sold subsequent to quarter-end, there were approximately 0.7 million rentable square feet of space in our portfolio available to occupy (including leases signed but not yet commenced) representing 9.5% of the net rentable square footage of the properties in our commercial portfolio. In addition, leases representing 2.5% and 4.9% of net rentable square footage of the properties in our commercial portfolio will expire in 2026 and in 2027, respectively. These leases are expected to represent approximately 2.1% and 4.4%, respectively, of our annualized rent for such periods. Our revenues and results of operations can be impacted by expiring leases that are not renewed or re-leased or that are renewed or re-leased at base rental rates equal to, above or below the current average base rental rates. Further, our revenues and results of operations can also be affected by downtime after space is vacated and the costs we incur to re-lease available space, including payment of leasing commissions, redevelopments and build-to-suit remodeling that may not be borne by the tenant.
Observatory Operations
For the nine months ended September 30, 2026, the Observatory hosted 1,281,000 visitors, compared to 1,705,000 visitors for the nine months ended September 30, 2025, a decrease of 24.9%. Observatory revenue for the nine months ended September 30, 2026 was $69.5 million, a 25.3% decrease from $93.1 million for the nine months ended September 30, 2025. Observatory revenues were lower primarily from a reduction in pass program performance and a continued decrease in international visitors.
Observatory revenues and admissions are dependent upon the following: (i) the number of tourists (domestic and international) who come to New York City and visit the Observatory, as well as any related tourism trends; (ii) the prices per admission that can be charged; (iii) seasonal trends affecting the number of visitors to the Observatory; (iv) competition, in particular from other new and existing observatories; and (v) weather trends.
Outlook
We believe the global economy, including the real estate sector, currently navigates an environment of uncertainty around inflation, interest rates, tariffs, economic growth, geopolitical unrest, and volatile oil prices. There have been concerns about the challenges of refinancing existing low interest rate loans at higher rates. Additionally, the risk of slower global economic growth could impact the number of visitors to the Empire State Building Observation Deck, as well as our pricing power.
Despite this global economic backdrop, we believe that ESRT is in a good competitive position with diversified drivers of income across office, retail, multifamily and the Empire State Building Observation Deck. ESRT’s New York City-focused portfolio is modernized, amenitized, well-located and energy efficient, with high indoor environmental quality, competitive rental rates and strong leased percentages.
In addition to our diversified portfolio, our business is supported by a well-positioned balance sheet with good access to liquidity as set forth herein. The absence of unaddressed near term debt maturities provides an added degree of security. This provides us optionality in capital allocation decisions.
Critical Accounting Estimates
Goodwill is tested annually for impairment and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill.
During the second quarter of 2026, the Company identified triggering events indicating that the fair value of its Observatory reporting unit may have declined below its carrying amount, including goodwill, due to a sustained decline in visitor volume from a reduction in pass program performance and a continued decrease in international visitors. As a result of a decline in the projected performance and expected future cash flows of the Observatory reporting unit, the Company engaged a third-party valuation consulting firm and performed an interim quantitative goodwill analysis as of June 30, 2026. The quantitative analysis used a discounted cash flow method (a form of the income approach) utilizing Level 3 unobservable inputs. Significant assumptions under the income approach included revenue and cost projections, weighted average cost of capital and long-term growth rate. As a result of the quantitative analysis, the carrying value of the Observatory reporting unit, including goodwill, exceeded its estimated fair value, and the Company recognized a non-cash goodwill impairment charge of
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zero and $166.1 million during the three and nine months ended September 30, 2026, respectively, in the accompanying consolidated statements of operations.
Although the Company does not currently anticipate significant changes in the assumptions used in the quantitative analysis, many of the assumptions underlying the estimated fair value of the Observatory reporting unit are inherently uncertain, are outside of our control, and actual results may differ materially from the Company’s estimates. The remaining goodwill relating to the Observatory reporting unit of $61.4 million remains at risk of future impairment if the fair value of the reporting unit decreases due to changes in the amount or timing of expected future cash flows, decreases in visitation in excess of expectations, an inability to execute management’s business strategies, or general market conditions, such as economic downturns and changes in interest rates, which may impact discount rates.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We are exposed to interest rate changes primarily on our unsecured revolving credit facility and debt refinancings. Our objectives with respect to interest rate risk are to limit the impact of interest rate changes on operations and cash flows, and to lower our overall borrowing costs. To achieve these objectives, we may borrow at fixed rates and may enter into derivative financial instruments such as interest rate swaps or caps in order to mitigate our interest rate risk. We do not enter into derivative or interest rate transactions for speculative purposes.
As of September 30, 2026, we have interest rate SOFR swap and cap agreements with an aggregate notional value of $615.5 million and which mature between December 31, 2026 and November 1, 2033. The "variable to fixed" interest rate swaps have been designated as cash flow hedges and are deemed highly effective with fair values in an asset position of $22.1 million, which is included in prepaid expenses and other assets on the consolidated balance sheet as of September 30, 2026.
As of September 30, 2026, the weighted average interest rate on the $2.2 billion of fixed-rate indebtedness outstanding was 4.78% per annum, each with maturities at various dates through April 1, 2036. As of September 30, 2026, we do not have floating rate debt.
As of September 30, 2026, the fair value of our outstanding debt was approximately $2.1 billion, which was approximately $0.1 billion less than the book value as of such date. Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including ESRT's Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of September 30, 2026, the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of ESRT management, including ESRT's Chief Executive Officer and its Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures at the end of the period covered by this report. Based on the foregoing, ESRT's Chief Executive Officer and its Chief Financial Officer concluded, as of that time, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including ESRT's Chief Executive Officer and its Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
No significant changes to our internal control over financial reporting were identified in connection with the evaluation referenced above that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See “Financial Statements - Note 9. Commitments and Contingencies” for a description of legal proceedings.
ITEM 1A. RISK FACTORS
As of September 30, 2026, there have been no material changes to the risk factors. See the section entitled "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025, and any additional factors that may be contained in any filing we make with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
None.
Recent Purchases of Equity Securities
Stock and Publicly Traded Operating Partnership Unit Repurchase Program
ESRT's Board of Directors authorized the repurchase of up to $500.0 million of ESRT's Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2026 through December 31, 2027. Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by ESRT and us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate us to acquire any particular amount of securities, and the program may be suspended or discontinued at our discretion without prior notice. During the three months ended September 30, 2026, ESRT repurchased $22.8 million of common stock at a weighted average price of $4.40 per share. As of September 30, 2026, ESRT had $477.2 million remaining of the authorized repurchase amount.
The following table summarizes repurchases of equity securities in each of the three months ended September 30, 2026 under the repurchase program described above:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Maximum Approximate Dollar Value Available for Future Purchase (in thousands) | |||||||||||||||||||
| July 1 - July 31, 2026 | 196,489 | $ | 4.99 | 196,489 | $ | 499,020 | |||||||||||||||||
| August 1 - August 31, 2026 | 1,443,186 | $ | 4.81 | 1,443,186 | $ | 492,078 | |||||||||||||||||
| September 1 - September 30, 2026 | 3,545,997 | $ | 4.20 | 3,545,997 | $ | 477,172 | |||||||||||||||||
Subsequent to September 30, 2026, through November 6, 2026, ESRT repurchased 13,675,160 shares of ESRT Class A common stock for approximately $63.3 million at a weighted average price of $4.63 per share. As of November 6, 2026, ESRT had $413.9 million remaining of the authorized repurchase amount.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
(c) During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
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ITEM 6. EXHIBITS
| Exhibit No. | Description | ||||
10.1 | First Amendment to the Amended and Restated Credit Agreement, dated July 17, 2026, among Empire State Realty OP, L.P., Empire State Realty Trust, Inc., Wells Fargo Bank, National Association, as administrative agent, the subsidiary guarantors thereto and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed July 17, 2026). | ||||
31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
31.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Document | ||||
| 101.DEF* | XBRL Taxonomy Extension Definitions Document | ||||
| 101.LAB* | XBRL Taxonomy Extension Labels Document | ||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Document | ||||
| 104 | Cover Page Interactive Data File (contained in Exhibit 101) | ||||
| Notes: | |||||
| * Filed herewith. | |||||
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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.
EMPIRE STATE REALTY OP, L.P.
By: Empire State Realty Trust, Inc., its general partner
| Date: | November 9, 2026 | By: /s/ Stephen V. Horn | |||||||||
| Stephen V. Horn | |||||||||||
| Executive Vice President, Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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