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Empire State Realty (NYSE: ESRT) director receives LTIP awards in lieu of cash

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

Rhea-AI Filing Summary

Empire State Realty Trust, Inc. director Steven J. Gilbert received two equity awards of LTIP Units on May 15, 2026. He was granted 19,236 LTIP Units and a separate grant of 23,856 LTIP Units as part of long-term incentive and retainer compensation.

These LTIP Units can, after vesting and subject to tax capital account conditions, be converted into Operating Partnership Units and then redeemed for an equal number of Class A common shares or cash at the company’s option. One grant vests in four annual installments, while the other vests over three years, and both are subject to an additional two-year holding period after grant.

Positive

  • None.

Negative

  • None.
Insider GILBERT STEVEN J
Role null
Type Security Shares Price Value
Grant/Award LTIP Units 23,856 $0.00 --
Grant/Award LTIP Units 19,236 $0.00 --
Holdings After Transaction: LTIP Units — 227,721 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. These LTIP Units vest ratably on each of the first three anniversaries of the date of grant, and are being issued separately in connection with the Reporting Person's election to receive LTIP Units in lieu of receiving any portion of the Reporting Person's annual base retainer in cash. 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 grant 1 19,236 LTIP Units Equity award granted on May 15, 2026
LTIP Units grant 2 23,856 LTIP Units Equity award granted on May 15, 2026
Conversion ratio 1 LTIP Unit : 1 Class A share Via Operating Partnership Units upon vesting and redemption
Four-year vesting schedule Ratable over 4 anniversaries Applies to one LTIP Unit grant
Three-year vesting schedule Ratable over 3 anniversaries Applies to LTIP Units elected in lieu of cash retainer
Additional holding period 2 years Applies after each LTIP 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
"convertible by the Reporting Person, upon vesting, 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 of the Operating Partnership, which are 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 Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan."
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*
GILBERT STEVEN J
(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$0227,721D
LTIP Units(1)(1)05/15/2026A19,236 (1)(3) (1)Class A Common Stock19,236$0246,957D
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.
3. These LTIP Units vest ratably on each of the first three anniversaries of the date of grant, and are being issued separately in connection with the Reporting Person's election to receive LTIP Units in lieu of receiving any portion of the Reporting Person's annual base retainer in cash. 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 ESRT director Steven J. Gilbert report on this Form 4?

He reported two equity compensation grants of LTIP Units. On May 15, 2026, he received 19,236 LTIP Units and 23,856 LTIP Units, both tied to long-term incentive and retainer programs rather than open-market stock purchases or sales.

How many LTIP Units were granted to the ESRT director in total?

The director received 43,092 LTIP Units in two grants. One award covered 19,236 LTIP Units, and a second award covered 23,856 LTIP Units, all linked to underlying Class A common stock through the operating partnership structure.

Do these ESRT LTIP Unit grants involve cash transactions or stock market trades?

No, these are compensation-related equity awards, not market trades. The LTIP Units were granted at a stated price of $0.00 per unit as part of long-term incentive and retainer compensation, with no open-market buying or selling reported.

How do ESRT LTIP Units relate to Class A common stock?

LTIP Units are convertible into economic equivalents of common shares. After vesting and sufficient tax capital allocations, LTIP Units can be converted into Operating Partnership Units, which may be redeemed for Class A common stock on a one-for-one basis or cash, at the issuer’s option.

What are the vesting terms for the ESRT director’s LTIP Units?

The LTIP Units vest over three- and four-year schedules. One grant vests ratably over the first four anniversaries of the grant date, while the other vests over the first three anniversaries, with an added two-year holding period after each grant date.

Why did the ESRT director receive LTIP Units instead of cash?

Part of the grant replaces the director’s cash retainer. A portion of the LTIP Units was issued in connection with his election to receive LTIP Units instead of any portion of his annual base retainer in cash, aligning compensation more closely with equity performance.