Empire State Realty (NYSE: ESRT) EVP granted 263,831 LTIP units

Rhea-AI Filing Summary

Empire State Realty Trust executive Thomas P. Durels, EVP of Real Estate, reported a performance-based equity award. On February 3, 2026, he was granted 263,831 LTIP Units of Empire State Realty OP, L.P. at a price of $0 per unit.

These LTIP Units can, after vesting and conversion steps, be redeemed on a one-for-one basis for shares of Empire State Realty Trust, Inc. Class A common stock or their cash value, at the company’s option. Following this grant, Durels beneficially owns 3,211,106 derivative securities.

The LTIP Units were earned based on three-year performance criteria tied to the company’s operational results and total shareholder return through December 31, 2025. Half of the earned LTIP Units vested on January 1, 2026, and the remaining half is 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^*

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)
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		263,831(2)		(1)(2)	(1)	Class A Common Stock	263,831	$0	3,211,106	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.
* 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).
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FAQ

What insider transaction did ESRT executive Thomas P. Durels report?

Thomas P. Durels reported receiving 263,831 LTIP Units on February 3, 2026. These are long-term incentive plan units in Empire State Realty OP, L.P., linked to Empire State Realty Trust Class A common stock through conversion and redemption features.

How many derivative securities does Thomas P. Durels own after this ESRT Form 4?

After the reported grant, Thomas P. Durels beneficially owns 3,211,106 derivative securities. This total reflects his holdings of long-term incentive plan units tied to Empire State Realty Trust’s Class A common stock through partnership units and redemption rights.

What are LTIP Units in the Empire State Realty Trust structure?

LTIP Units are long-term incentive plan units in Empire State Realty OP, L.P. After vesting and sufficient capital allocations, they can convert into operating partnership units, which may be redeemed for Empire State Realty Trust Class A common stock or cash, at the company’s option.

What performance period determined the LTIP Units earned by ESRT’s EVP?

The LTIP Units were earned over a three-year performance period ending December 31, 2025. They were based on Empire State Realty Trust’s operational performance and total shareholder return measured in industry-relative terms during that timeframe.

How do the vesting terms work for the ESRT EVP’s 263,831 LTIP Units?

Of the 263,831 earned LTIP Units, 50% vested on January 1, 2026. The remaining 50% is scheduled to vest on December 31, 2026, provided Thomas P. Durels continues his employment with Empire State Realty Trust.

Under which plan were the reported ESRT LTIP Units granted?

The LTIP Units were granted under the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2019 Equity Incentive Plan. This plan governs the issuance of long-term incentive units tied to the company’s operating partnership and Class A common stock.