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Empire State Realty (NYSE: ESRT) director receives 23,856 LTIP units award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HAN PATRICIA reported acquisition or exercise transactions in this Form 4 filing.

Empire State Realty Trust, Inc. director Patricia Han received a grant of 23,856 LTIP Units as long-term incentive compensation. These LTIP Units are convertible, after vesting and sufficient tax capital allocations, into Operating Partnership Units, which can be redeemed for an equal number of Class A Common Stock shares or cash at the company’s option. The LTIP Units vest in four equal annual installments, with an additional two-year holding period after each grant date. Following this award, Han holds 149,979 LTIP Units directly.

Positive

  • None.

Negative

  • None.
Insider HAN PATRICIA
Role null
Type Security Shares Price Value
Grant/Award LTIP Units 23,856 $0.00 --
Holdings After Transaction: LTIP Units — 149,979 shares (Direct, null)
Footnotes (1)
  1. These represent long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon sufficient allocations to the capital accounts of the LTIP Units for federal income tax purposes, LTIP Units are convertible by the Reporting Person, upon vesting, into an equivalent number of units of limited partnership interests ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc. (the "Issuer") on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP Units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates. These LTIP Units were granted under the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan. These LTIP Units vest ratably on each of the first four anniversaries of the date of grant. Each of the LTIP Units is subject to a holding period for an additional two years following the applicable grant date of such LTIP Unit.
LTIP Units granted 23,856 LTIP Units Long-term incentive award to director on 2026-05-15
LTIP Units after grant 149,979 LTIP Units Total LTIP Units directly held following transaction
Underlying Class A shares 23,856 shares Class A Common Stock potentially issuable upon full conversion/redemption
Vesting period 4 years LTIP Units vest ratably on each of first four anniversaries
Post-vesting holding period 2 years Additional holding period for each LTIP Unit following its grant date
LTIP Units financial
"These represent long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P."
LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.
Operating Partnership Units financial
"LTIP Units are convertible ... into an equivalent number of units of limited partnership interests ("Operating Partnership Units")."
Operating partnership units are ownership stakes in a limited partnership that typically sits under a real estate investment trust or similar corporate structure; each unit represents a claim on the partnership’s cash flow and assets and is often convertible into the parent company’s common shares. For investors, these units matter because they convey economic interest and potential voting influence, can be used to compensate managers, and may dilute or change the value of common shares — think of them as second-layer shares that interact with the main stock like shares in a holding company.
Class A Common Stock financial
"Operating Partnership Units ... redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
2026 Equity Incentive Plan financial
"These LTIP Units were granted under the ... 2026 Equity Incentive Plan."
vest ratably financial
"These LTIP Units vest ratably on each of the first four anniversaries of the date of grant."
holding period financial
"Each of the LTIP Units is subject to a holding period for an additional two years following the applicable grant date."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HAN PATRICIA
(Last)(First)(Middle)
C/O EMPIRE STATE REALTY TRUST, INC.
111 WEST 33RD STREET, 12TH FL.
(Street)
NEW YORK NEW YORK 10120
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Empire State Realty Trust, Inc. [ ESRT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP Units(1)(1)05/15/2026A23,856 (1)(2) (1)Class A Common Stock23,856$0149,979D
Explanation of Responses:
1. These represent long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon sufficient allocations to the capital accounts of the LTIP Units for federal income tax purposes, LTIP Units are convertible by the Reporting Person, upon vesting, into an equivalent number of units of limited partnership interests ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc. (the "Issuer") on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP Units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates. These LTIP Units were granted under the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan.
2. These LTIP Units vest ratably on each of the first four anniversaries of the date of grant. Each of the LTIP Units is subject to a holding period for an additional two years following the applicable grant date of such LTIP Unit.
Remarks:
Exhibit 24: Power of Attorney
/s/ Susanne J. Lieu, Attorney-in-Fact05/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Patricia Han report in her Form 4 for Empire State Realty Trust (ESRT)?

Patricia Han reported receiving 23,856 LTIP Units as a long-term incentive award. These units can ultimately be redeemed for Class A Common Stock or cash, subject to vesting conditions and capital account allocations under the company’s 2026 Equity Incentive Plan.

How many LTIP Units does Patricia Han now hold in Empire State Realty Trust (ESRT)?

After the reported grant, Patricia Han holds 149,979 LTIP Units directly. This figure reflects her position in long-term incentive plan units, which are convertible into Operating Partnership Units and then redeemable for Class A Common Stock or cash at the issuer’s option.

How do the LTIP Units granted to Patricia Han in ESRT convert into Class A Common Stock?

The LTIP Units may convert, after vesting and sufficient tax capital allocations, into Operating Partnership Units on a one-for-one basis. Those Operating Partnership Units are redeemable for an equal number of Empire State Realty Trust Class A Common Stock shares or the cash value of such shares, at the issuer’s option.

What is the vesting schedule for Patricia Han’s 23,856 LTIP Units at Empire State Realty Trust (ESRT)?

The 23,856 LTIP Units vest ratably over four years, with one-quarter vesting on each of the first four anniversaries of the grant date. Each vested LTIP Unit is also subject to an additional two-year holding period following its applicable grant date before it can be fully disposed of.

Under which plan were the LTIP Units granted to Patricia Han by Empire State Realty Trust (ESRT)?

The LTIP Units were granted under the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan. This plan provides long-term equity-based awards, such as LTIP Units, that align director and executive interests with the company’s operating partnership and common shareholders.