Empire State Realty Trust, Inc. SEC Filings

Ameriprise Financial, Inc. and affiliated entities filed an amended Schedule 13G reporting beneficial ownership of Class A Common Stock of Empire State Realty Trust, Inc. The Ameriprise Entities report aggregate beneficial ownership of 14,485,533 shares, representing 8.4% of the Class A Common Stock. These shares are held with shared voting and shared dispositive power across multiple subsidiaries, including TAM UK International Holdings Limited and Threadneedle Management Luxembourg S.A. Each Ameriprise Entity disclaims beneficial ownership of the shares reported.

Cohen & Steers and affiliates report a very small holding in Empire State Realty Trust, Inc. common stock. The filing lists beneficial ownership of 9 shares of ESRT, representing 0.00% of the class, with sole voting and sole dispositive power over all 9 shares and no shared power.

The securities are held by Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd, Cohen & Steers Asia Ltd, and Cohen & Steers Ireland Ltd for the benefit of their account holders, who are entitled to dividends and sale proceeds. Cohen & Steers, Inc. directly owns 100% of these subsidiaries.

Empire State Realty Trust, Inc. has a significant shareholder, LaSalle Investment Management Securities LLC, which reported beneficial ownership of 13,105,447 shares of common stock, representing 7.64% of the class. LaSalle has sole voting power over 6,204,280 shares and sole dispositive power over all 13,105,447 shares, with no shared voting or dispositive power.

The shares are held across one or more discretionary accounts managed by LaSalle, and no single account has an interest in more than five percent of the class of securities.

Empire State Realty Trust reported for the quarter ended June 30, 2026 total revenues of $196.9 million, up slightly from $191.3 million a year earlier. Rental revenue increased to $165.2 million, while Observatory revenue declined to $24.2 million from $33.9 million.

Results were dominated by a non-cash goodwill impairment charge of $166.1 million on the Observatory reporting unit, triggered by lower visitation and reduced projected cash flows. This was partly offset by a $124.6 million gain on the sale of 250 West 57th Street for $275.0 million, with the buyer assuming a $180.0 million mortgage. Net income (loss) attributable to common stockholders was $(25.8) million, or $(0.15) per diluted share, versus income of $6.5 million, or $0.04 per share, a year earlier. Core Funds From Operations were $57.1 million attributable to common stockholders and the operating partnership.

For the first half of 2026, net cash provided by operating activities was $88.5 million. The company invested in acquisitions, including the underlying land at 111 West 33rd Street and 1400 Broadway for an aggregate $110.0 million and a Williamsburg retail property for $46.0 million. Total debt principal was $2.24 billion, and all debt covenants and credit facility ratios were in compliance. The quarterly dividend remained $0.035 per share, and a $500.0 million repurchase authorization was in place with no repurchases yet executed.

Empire State Realty Trust, Inc. is registering the possible issuance of up to 87,412,804 shares of Class A common stock. These shares may be issued (i) in exchange for OP Units in Empire State Realty OP, L.P. that limited partners tender for redemption, or (ii) upon conversion of Class B common stock under the charter.

The company will receive no cash proceeds from these issuances; when shares are issued for OP Units, ESRT acquires and intends to hold the OP Units. As of June 30, 2026, there were 171,790,434 Class A shares outstanding and 283,228,119 total Class A, Class B and OP Units outstanding, with ESRT owning about 61.0% of OP Units. Stock ownership is generally limited to 9.8% of outstanding common stock to support REIT status, and the Class A stock trades on the NYSE under symbol ESRT, last reported at $5.80 per share on July 29, 2026.

Empire State Realty Trust, Inc. is registering 29,894,869 shares of Class A common stock for potential resale by a single selling stockholder, Quark Holding LLC, an affiliate of the Qatar Investment Authority. This is a resale registration under a 2016 Registration Rights Agreement and does not involve the company issuing new shares or raising capital.

The company will not receive any proceeds from sales of these shares, though it will bear specified registration expenses. As of June 30, 2026, 171,790,434 shares of Class A common stock were outstanding, and Class A, Class B and OP Units together totaled 283,228,119 units. Quark Holding LLC beneficially owns 29,894,869 shares, or 17.40% of Class A shares, representing a 10.56% fully diluted interest pursuant to a temporary waiver of the company’s 9.8% REIT ownership limit. ESRT operates as a self-managed REIT focused on office, retail and multifamily properties in the New York metropolitan area and owns the Empire State Building and its Observatory Experience.

Empire State Realty Trust, Inc. and its operating partnership have filed an automatic shelf registration to replace an expiring shelf under Rule 415(a)(5). The new shelf allows primary offerings of Class A common stock, preferred stock, depositary shares, guarantees and warrants by ESRT, and debt securities by Empire State Realty OP, L.P., which may be guaranteed by ESRT. It also covers potential resales by selling security holders.

The shelf registers an unspecified amount of these securities, which may be issued from time to time in separate tranches with detailed terms set in future prospectus supplements. ESRT intends to contribute its net primary offering proceeds to the Operating Partnership, which may use them for property acquisitions, development and improvement, debt repayment, capital expenditures, working capital and other general business purposes. ESRT remains structured as a REIT focused on Manhattan and greater New York properties and maintains REIT-focused ownership limits and Maryland-law protections that may affect large share accumulations or change-of-control transactions.

Empire State Realty Trust reported second-quarter 2026 results with a net loss attributable to common stockholders of $(25.8M), or $(0.15) per fully diluted share, driven primarily by a $166.1M goodwill impairment charge related to its Observatory reporting unit, partly offset by a $124.6M gain on the disposition of 250 West 57th Street. Total revenues were $196.9M, up modestly from $191.3M a year earlier. Core Funds From Operations were $0.21 per fully diluted share.

Same-store Property Cash NOI excluding lease termination fees was $69.4M, up 3.3% year-over-year, though adjusted for approximately $4.0M of non-recurring real estate tax abatements it declined 3.2%. The total commercial portfolio was 94.9% leased and 89.4% occupied, and the company signed 381,799 square feet of commercial leases, with office leasing spreads of +17.8%. The Empire State Building Observatory generated NOI of $12.4M on 450,000 visitors, with visitors down 28.5% year-over-year.

The company completed the sale of 250 West 57th Street for $275M, including the buyer’s assumption of $180M of mortgage debt, and acquired the land under 111 West 33rd Street and 1400 Broadway for $110M. As of June 30, 2026, total liquidity was $0.5B (including $86M of cash), total debt was about $2.2B, and net debt to Adjusted EBITDA was 6.6x. The company updated its 2026 Core FFO per fully diluted share range to $0.75–$0.79 from $0.85–$0.89, assuming Observation Deck NOI of $55M with no improvement in current visitation levels.

Empire State Realty OP, L.P., with Empire State Realty Trust, Inc. as general partner, entered into a First Amendment to its Amended and Restated Credit Agreement with Wells Fargo Bank and a lender group on July 17, 2026. The amended agreement provides a term loan and a delayed draw term loan facility (together, the Facility) with an initial maximum principal amount of up to $490 million, consisting of a $245 million term loan and a $245 million delayed draw term loan. The term loan was fully borrowed before closing, while the delayed draw facility may be drawn during the six months following the closing date. The Operating Partnership may increase aggregate term loan capacity, including through new pari passu tranches, to a maximum of $510 million, to be used for working capital, capital expenditures, acquisitions, and development or redevelopment of real estate, as well as other general corporate purposes.

Amounts outstanding under the Facility bear interest at a floating rate based on either term or daily SOFR plus a spread of 1.50%–2.05%, or a base rate plus 0.50%–1.05%, in each case depending on leverage. If investment-grade ratings are achieved, amounts outstanding under the revolving credit facility may instead bear SOFR plus 0.80%–1.60% or base rate plus 0.00%–0.60%, based on credit ratings. The Operating Partnership will pay a 0.20% unused line fee on delayed draw commitments, subject to a 60-day grace period. The term loan facility matures on January 15, 2029, with extension rights to no later than January 15, 2031, while the delayed draw facility matures on January 12, 2032. Loans may be prepaid at any time without premium or penalty. The agreement includes customary covenants and events of default, including loss of REIT status and change of control, under which all outstanding amounts may become immediately due.