STOCK TITAN

Empire State Realty Trust (ESRT) director granted new LTIP Unit awards

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

Rhea-AI Filing Summary

Empire State Realty Trust director Robert Paige Hood received equity-based compensation in the form of LTIP Units. On May 15, 2026, he was granted 19,236 LTIP Units and a separate award of 23,856 LTIP Units at a price of $0.00 per unit.

The LTIP Units are a class of units in Empire State Realty OP, L.P. that, after vesting and sufficient capital account allocations, can be converted into Operating Partnership Units and then redeemed for Class A Common Stock or cash on a one-for-one basis at the issuer’s option.

One grant vests ratably over four years, while the other vests ratably over three years and was elected in lieu of cash base retainer. Each LTIP Unit is also subject to an additional two-year holding period following its grant date, reinforcing their long-term incentive nature.

Positive

  • None.

Negative

  • None.
Insider Hood Robert Paige
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 — 193,541 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 Unit grant 1 19,236 LTIP Units Grant to director on May 15, 2026
LTIP Unit grant 2 23,856 LTIP Units Separate grant to director on May 15, 2026
Grant price per LTIP Unit $0.00 per unit Both LTIP Unit awards
Underlying security 1 Class A share per unit LTIP Units ultimately redeemable one-for-one for Class A Common Stock or cash
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 ... are redeemable ... 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.
Equity Incentive Plan financial
"These LTIP Units were granted under the ... 2026 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
annual base retainer financial
"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."
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*
Hood Robert Paige

(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$0193,541D
LTIP Units(1)(1)05/15/2026A19,236 (1)(3) (1)Class A Common Stock19,236$0212,777D
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)

FAQ

What insider transaction did ESRT director Robert Paige Hood report?

Robert Paige Hood reported receiving LTIP Units as equity compensation. He was granted 19,236 LTIP Units and a separate 23,856-unit award, both at $0.00 per unit, reflecting non-cash long-term incentive awards rather than open-market share purchases or sales.

How many LTIP Units did ESRT grant to Robert Paige Hood?

Hood received two grants totaling 43,092 LTIP Units. One award covers 19,236 LTIP Units, and the other 23,856 LTIP Units, both tied to Empire State Realty OP, L.P. and ultimately linkable to Class A Common Stock through conversion and redemption mechanics.

What are LTIP Units in Empire State Realty Trust (ESRT)?

LTIP Units are long-term incentive plan units in Empire State Realty OP, L.P. Upon vesting and sufficient capital allocations, they can be converted into Operating Partnership Units, which may be redeemed for ESRT Class A Common Stock on a one-for-one basis or for cash, at the issuer’s option.

What are the vesting terms of Robert Paige Hood’s ESRT LTIP Units?

One LTIP Unit grant to Hood vests ratably over the first four anniversaries of the grant date. The other vests ratably over three anniversaries and was chosen instead of cash retainer. Both grants carry an additional two-year holding period after the applicable grant date for each unit.

Did Robert Paige Hood buy or sell ESRT shares in this Form 4?

He did not report open-market buying or selling of ESRT shares. The filing shows two acquisition transactions coded as awards of LTIP Units, representing non-cash equity compensation that may later be convertible into Class A Common Stock or cash, at the issuer’s discretion.

How can Hood’s ESRT LTIP Units turn into Class A Common Stock?

After vesting and sufficient capital account allocations, LTIP Units become convertible into Operating Partnership Units. Those Operating Partnership Units are redeemable for ESRT Class A Common Stock on a one-for-one basis or the cash value of such shares, at Empire State Realty Trust’s option.