Empire State Realty (ESRT) CEO awarded 499,603 LTIP Units in performance grant

Rhea-AI Filing Summary

Empire State Realty Trust, Inc. Chairman and CEO Anthony E. Malkin reported an award of 499,603 LTIP Units on February 3, 2026. These long-term incentive plan units were granted at $0 under the company’s 2019 Equity Incentive Plan and are held as derivative securities.

The LTIP Units can, after vesting and tax-related conditions, be converted into Operating Partnership Units and then redeemed for an equal number of Class A common shares or their cash value, at the company’s option. After this grant, Malkin beneficially owned 6,360,574 derivative LTIP Units.

The award was earned based on the company’s operational performance and total shareholder return over a three-year period that ended on December 31, 2025. Half of the earned LTIP Units vested on January 1, 2026, with the remaining half scheduled to vest on December 31, 2026, subject to continued employment.

SEC Form 4

FORM 4

UNITED 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

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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^*

MALKIN ANTHONY E

(Last) (First) (Middle)

C/O EMPIRE STATE REALTY TRUST, INC.

111 WEST 33RD STREET, 12TH FLOOR

(Street)

NEW YORK NY 10120

(City) (State) (Zip)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(1)	(1)	02/03/2026		A		499,603(2)		(1)(2)	(1)	Class A Common Stock	499,603	$0	6,360,574	D

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. 2019 Equity Incentive Plan.

2. These LTIP Units were earned on the achievement of certain performance criteria based on the Issuer's operational performance and total shareholder return measured in industry-relative terms during a three-year performance period which ended on December 31, 2025. 50% of such earned LTIP Units fully vested as of January 1, 2026, and the remaining 50% of such earned LTIP Units will vest on December 31, 2026 subject to continued employment.

Remarks:

	/s/ Heather L. Houston, Attorney-in-Fact	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ESRT report for Anthony E. Malkin on February 3, 2026?

Empire State Realty Trust (ESRT) reported that Chairman and CEO Anthony E. Malkin was granted 499,603 LTIP Units on February 3, 2026. These are long-term incentive units awarded at $0 price as part of his equity-based compensation package under the 2019 Equity Incentive Plan.

What are LTIP Units reported in the ESRT Form 4 filing?

The LTIP Units in the ESRT Form 4 are long-term incentive plan units of Empire State Realty OP, L.P. After vesting and certain tax conditions, they can convert into Operating Partnership Units and then be redeemed for Class A Common Stock or cash on a one-for-one basis.

How many LTIP Units does Anthony E. Malkin own after this ESRT transaction?

Following the February 3, 2026 grant, Anthony E. Malkin beneficially owned 6,360,574 derivative LTIP Units. This total reflects the newly awarded 499,603 LTIP Units added to his prior holdings, as reported in the Form 4 insider filing for Empire State Realty Trust (ESRT).

What performance period determined the LTIP award to ESRT’s CEO?

The LTIP Units granted to ESRT’s CEO were earned over a three-year performance period that ended on December 31, 2025. The award was based on the issuer’s operational performance and total shareholder return measured relative to industry peers during that period.

How do the ESRT LTIP Units for Anthony E. Malkin vest over time?

For this ESRT grant, 50% of the earned LTIP Units fully vested on January 1, 2026. The remaining 50% are scheduled to vest on December 31, 2026, contingent on continued employment, aligning the CEO’s incentives with longer-term company performance.

Can the ESRT LTIP Units held by Anthony E. Malkin expire?

According to the filing, the rights to convert LTIP Units into Operating Partnership Units and redeem those units for Class A Common Stock or cash do not have expiration dates. This gives Anthony E. Malkin ongoing flexibility in how and when he exercises these derivative interests.