Empire State Realty Trust (ESRT) EVP granted 321,670 LTIP Units in equity plan

Rhea-AI Filing Summary

Empire State Realty Trust, Inc. executive Thomas P. Durels, EVP, Real Estate, reported receiving a grant of 321,670 LTIP Units of Empire State Realty OP, L.P. Each LTIP Unit is tied to Empire State Realty Trust Class A common stock through a partnership structure.

The LTIP Units were granted under the company’s 2024 Equity Incentive Plan and will vest under his Transition Agreement dated September 19, 2025, followed by a two-year holding period after each vesting date. After vesting and sufficient capital account allocations, the LTIP Units can be converted into Operating Partnership Units and then redeemed for either one share of Class A common stock or cash per unit at the company’s option. Following this award, Durels directly holds 1,900,494 LTIP Units.

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^*

Durels Thomas P.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Real Estate

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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)	03/13/2026		A		321,670		(1)(2)	(1)	Class A Common Stock	321,670	$0	1,900,494	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. 2024 Equity Incentive Plan.

2. These LTIP Units were granted and will vest in accordance with his Transition Agreement dated September 19, 2025. Each of the LTIP Units is subject to a holding period for an additional two years following the applicable vesting date of such LTIP Unit.

Remarks:

	/s/ Heather L. Houston, Attorney-in-Fact	03/17/2026
	** 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 executive Thomas P. Durels report?

Thomas P. Durels reported receiving a grant of 321,670 LTIP Units. These are long-term incentive plan units tied to Empire State Realty Trust’s Class A common stock through the operating partnership structure and are part of his equity-based compensation package.

How can ESRT LTIP Units held by Thomas P. Durels convert into common stock?

After vesting and sufficient capital account allocations, each LTIP Unit can convert into one Operating Partnership Unit. Each Operating Partnership Unit is then redeemable for either one share of Class A common stock or its cash value, at the company’s option, without an expiration date.

Under what plan were Thomas P. Durels’ 321,670 ESRT LTIP Units granted?

The 321,670 LTIP Units were granted under the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2024 Equity Incentive Plan. This plan provides equity-based awards that align executive compensation with long-term company performance and unitholder interests.

What are the vesting and holding periods for Thomas P. Durels’ ESRT LTIP Units?

The LTIP Units will vest according to Durels’ Transition Agreement dated September 19, 2025. After each tranche vests, those LTIP Units are subject to an additional two-year holding period, extending the timeline before they can be fully monetized or redeemed.

How many ESRT LTIP Units does Thomas P. Durels hold after this award?

Following the grant of 321,670 LTIP Units, Thomas P. Durels directly holds 1,900,494 LTIP Units. This figure reflects his total reported LTIP Unit position after the transaction and indicates a substantial long-term equity-linked stake in the operating partnership.

Is Thomas P. Durels’ LTIP Unit grant an open-market purchase of ESRT stock?

No, the LTIP Unit grant is not an open-market purchase. It is a compensation award granted at a reported price of $0.00 per unit under the 2024 Equity Incentive Plan, rather than a transaction where he bought shares on the stock market.