Empire State Realty Trust launches new $500M buyback program

Empire State Realty Trust, Inc. announced that its board has authorized a new repurchase program of up to $500 million of Class A common stock and Empire State Realty OP, L.P.’s Series ES, Series 60 and Series 250 operating partnership units.

Rhea-AI Filing Summary

Empire State Realty Trust, Inc. announced that its board has authorized a new repurchase program of up to $500 million of Class A common stock and Empire State Realty OP, L.P.’s Series ES, Series 60 and Series 250 operating partnership units. The authorization runs from January 1, 2026 through December 31, 2027 and will replace the existing $500 million program covering 2024–2025.

Repurchases may be made through open market purchases or privately negotiated transactions, with the timing and amount dependent on market conditions, regulatory requirements and other factors. The board may suspend, terminate, increase or decrease the authorization at any time without prior notice.

Insights

REIT and capital allocation analyst

ESRT renews a sizable $500M equity and OP unit repurchase authorization for 2026–2027.

Empire State Realty Trust has approved a new repurchase program of up to $500 million for its Class A common stock and operating partnership units, effective from January 1, 2026 through December 31, 2027. This maintains the same headline size as its current $500 million authorization that covers 2024–2025, signaling continued willingness to use buybacks as a capital allocation tool.

The program permits purchases in the open market or via privately negotiated transactions, giving flexibility to react to trading volumes and pricing, subject to market conditions and regulatory requirements. Because the board can suspend, terminate, increase or decrease the authorization at any time without prior notice, actual repurchase activity will depend on future decisions and available capital.

For assessment of long-term impact, it will be important to compare eventual repurchase volumes and prices under this 2026–2027 authorization with those executed under the 2024–2025 program as disclosed in future company reports.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Empire State Realty Trust (ESRT) announce in this 8-K?

The company announced that its board authorized a new $500 million repurchase program for Class A common stock and certain operating partnership units, effective for 2026–2027.

How large is Empire State Realty Trust’s new repurchase program?

The new authorization permits repurchases of up to $500 million of Empire State Realty Trust Class A common stock and Empire State Realty OP, L.P.’s Series ES, Series 60 and Series 250 operating partnership units.

What period does ESRT’s new $500 million repurchase authorization cover?

The repurchase authorization applies to the period from January 1, 2026 through December 31, 2027.

What happens to Empire State Realty Trust’s existing repurchase authorization?

The new 2026–2027 repurchase program will replace the existing $500 million authorization that runs from January 1, 2024 through December 31, 2025.

How may ESRT execute repurchases under the new program?

Repurchases may be carried out through open market purchases or privately negotiated transactions, subject to market conditions, regulatory requirements and other factors.

Can Empire State Realty Trust change or cancel the repurchase program?

Yes. The board may suspend, terminate, increase or decrease the repurchase authorization at any time without prior notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/05/2025 - 04:02 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2025

EMPIRE STATE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-36105

37-1645259

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

EMPIRE STATE REALTY OP, L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36106

45-4685158

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

111 West 33rd Street,			12th Floor
New York,			New York			10120
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 687-8700

n/a

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Empire State Realty Trust, Inc.

Class A Common Stock, par value $0.01 per share

ESRT

The New York Stock Exchange

Empire State Realty OP, L.P.

Series ES Operating Partnership Units

ESBA

NYSE Arca, Inc.

Series 60 Operating Partnership Units

OGCP

NYSE Arca, Inc.

Series 250 Operating Partnership Units

FISK

NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01. Regulation FD Diclosure.

On December 5, 2025, Empire State Realty Trust, Inc. (the “Company”) announced that its Board of Directors has authorized the repurchase of up to $500 million of the Company’s Class A common stock and Empire State Realty OP, L.P.’s Series ES, Series 250 and Series 60 operating partnership units for the period from January 1, 2026 through December 31, 2027 (the "Repurchase Program"). This will replace the existing $500 million repurchase authorization that runs from January 1, 2024 through December 31, 2025. Share repurchases may be made through open market purchases or privately negotiated transactions. The specific timing, amount and other terms of the repurchases will depend on market conditions, regulatory requirements and other factors. The authorization for the Repurchase Program may be suspended, terminated, increased or decreased by the Board at any time without prior notice.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
104						Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMPIRE STATE REALTY TRUST, INC. (Registrant)

Date: December 5, 2025

By:

/s/ Stephen V. Horn

Name:

Stephen V. Horn

Title:

EVP, Chief Financial Officer & Chief Accounting Officer

EMPIRE STATE REALTY OP, L.P. (Registrant) By: Empire State Realty Trust, Inc., as general partner

Date: December 5, 2025

By:

/s/ Stephen V. Horn

Name:

Stephen V. Horn

Title:

EVP, Chief Financial Officer & Chief Accounting Officer