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Empire State Realty Trust (NYSE: ESRT) director receives LTIP Unit grants in lieu of cash retainer

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

Rhea-AI Filing Summary

Empire State Realty Trust, Inc. director Salvatore Michael Giliberto reported receiving two grants of LTIP Units in the operating partnership as equity compensation. One grant covers 19,236 LTIP Units that can convert, after vesting, into an equivalent number of Operating Partnership Units and then into Class A Common Stock or cash on a one-for-one basis at the issuer’s option.

The second grant covers 23,856 LTIP Units issued in lieu of a portion of the director’s annual cash retainer. One award vests in equal installments over four years, and the other vests over three years, with each LTIP Unit subject to an additional two-year holding period after its grant date.

Positive

  • None.

Negative

  • None.
Insider Giliberto Salvatore Michael
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 — 172,306 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 granted (award 1) 19,236 LTIP Units Grant of LTIP Units linked to Class A Common Stock
LTIP Units granted (award 2) 23,856 LTIP Units Grant of LTIP Units issued in lieu of cash retainer
Underlying Class A Common Stock (award 1) 19,236 shares Underlying security shares for first LTIP Unit grant
Underlying Class A Common Stock (award 2) 23,856 shares Underlying security shares for second LTIP Unit grant
Holdings after award 1 191,542 LTIP Units Total LTIP Units following first reported transaction
Holdings after award 2 172,306 LTIP Units Total LTIP Units following second reported transaction
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 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.
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."
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.
vest ratably financial
"These LTIP Units vest ratably on each of the first four anniversaries of the date of grant."
holding period financial
"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."
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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*
Giliberto Salvatore Michael
(Last)(First)(Middle)
C/O EMPIRE STATE REALTY TRUST, INC.
111 WEST 33RD STREET, 12TH FLOOR
(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$0172,306D
LTIP Units(1)(1)05/15/2026A19,236 (1)(3) (1)Class A Common Stock19,236$0191,542D
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 insider transaction did ESRT director Salvatore Michael Giliberto report?

He reported two equity compensation grants of LTIP Units. One covers 19,236 LTIP Units and another 23,856 LTIP Units, both convertible into Operating Partnership Units and then Class A Common Stock or cash.

How many LTIP Units did ESRT director Giliberto receive on May 15, 2026?

He received 19,236 LTIP Units in one grant and 23,856 LTIP Units in a separate grant. Both are long-term incentive plan units of the operating partnership linked to Class A Common Stock.

How do ESRT LTIP Units relate to Class A Common Stock?

LTIP Units can convert, after vesting and sufficient capital allocations, into Operating Partnership Units. Those units are redeemable one-for-one for Class A Common Stock or the cash value of those shares, at the issuer’s option.

What are the vesting terms of Giliberto’s ESRT LTIP Unit awards?

One LTIP Unit grant vests ratably over four years, and the other vests ratably over three years. Each LTIP Unit is then subject to an additional two-year holding period after its applicable grant date.

Why did ESRT issue some LTIP Units in lieu of cash to Giliberto?

A portion of the LTIP Units was issued because Giliberto elected to receive LTIP Units instead of part of his annual base retainer in cash. This election converts cash compensation into equity-based awards with vesting and holding requirements.

Under which plan were the ESRT LTIP Units granted to Giliberto?

The LTIP Units were granted under the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan. This plan governs equity-based awards such as LTIP Units for participants in the operating partnership.