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Empire State Realty Trust CEO receives 3.06M shares

The converted units were fully vested, and the transactions left 4,499,189 LTIP Units and 3,061,902 Class A shares held directly.

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Form Type
4

Rhea-AI Filing Summary

Empire State Realty Trust, Inc. (ESRT) Chairman and CEO Anthony E. Malkin converted 3,061,902 vested LTIP Units on October 7, 2026, into an equal number of Operating Partnership Units, which were redeemed one-for-one for Class A common shares. After the transactions, Malkin held 4,499,189 LTIP Units and 3,061,902 Class A shares directly. The filing also lists 60,368 Class A shares indirectly through his spouse, family trusts and entities; Malkin disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider MALKIN ANTHONY E
Role Chairman and CEO
Type Security Shares Price Value
Conversion LTIP Units F3, F1, F4 3,061,902 -- --
Conversion Class A Common Stock F1 3,061,902 $0.00 $0.00
holding Class A Common Stock F2 -- -- --
Holdings After Transaction: LTIP Units — 4,499,189 contracts (Direct); Class A Common Stock — 3,061,902 shares (Direct); Class A Common Stock — 60,368 shares (Indirect, By spouse and family trusts and entities controlled by the Reporting Person.)
Footnotes (4)
  1. F1. A total of 3,061,902 of vested LTIP Units were converted by the Reporting Person on a one-for-one basis into Operating Partnership Units, which were then redeemed for an equal number of shares of the Issuer's Class A Common Stock. See Note 3 below for a description of the conversion and exchange rights of the LTIP Units and Operating Partnership Units. All capitalized terms used herein are defined in Note 3 below.
  2. F2. Includes Class A Common Stock held by (i) the Reporting Person's spouse and (ii) family trusts and entities for which the Reporting Person has sole voting and investment power as sole manager or sole trustee, as applicable, or the Reporting Person and his spouse have shared voting and investment power as managers or trustees, as applicable, all for the benefit of the Reporting Person, his spouse, and certain other members of their extended family. The Reporting Person disclaims beneficial ownership of such Class A Common Stock except to the extent of his pecuniary interest therein.
  3. F3. Represents long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership") in which Empire State Realty Trust, Inc. (the "Issuer") is the sole general partner. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, vested LTIP Units are convertible by the Reporting Person, upon vesting, into an equivalent number of units of limited partnership interest ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A common stock, par value $0.01 ("Class A Common Stock") of 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.
  4. F4. These LTIP Units are fully vested.
LTIP Units converted 3,061,902 units October 7, 2026
Class A common shares received 3,061,902 shares October 7, 2026
LTIP Units held directly after transaction 4,499,189 units Reported after the October 7, 2026 transaction
Class A shares held directly after transaction 3,061,902 shares Reported after the October 7, 2026 transaction
Class A shares listed as indirect holdings 60,368 shares Held through spouse, family trusts and entities
LTIP Units technical
"3,061,902 of vested LTIP Units were converted"
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 technical
"redeemed for an equal number of shares"
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.
minimum allocations to the capital accounts financial
"Conditioned upon minimum allocations to the capital accounts"
pecuniary interest regulatory
"except to the extent of his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ESRT shares did Anthony E. Malkin receive in the October 2026 conversion?

Anthony E. Malkin received 3,061,902 Class A common shares on October 7, 2026, after 3,061,902 vested LTIP Units were converted into Operating Partnership Units and redeemed one-for-one.

How do ESRT LTIP Units convert into common shares?

Vested LTIP Units are convertible, conditioned upon minimum allocations to the capital accounts for federal income tax purposes, into equivalent Operating Partnership Units. Those units are redeemable for Class A common shares on a one-for-one basis or for the cash value of those shares, at the issuer’s option; conversion and redemption rights have no expiration dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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*
MALKIN ANTHONY E

(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
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2026
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
Class A Common Stock(1)10/07/2026C3,061,902A$0(1)3,061,902D
Class A Common Stock60,368IBy spouse and family trusts and entities controlled by the Reporting Person.(2)
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(3)(3)10/07/2026C3,061,902 (3)(4) (3)Class A Common Stock3,061,902(1)4,499,189D
Explanation of Responses:
1. A total of 3,061,902 of vested LTIP Units were converted by the Reporting Person on a one-for-one basis into Operating Partnership Units, which were then redeemed for an equal number of shares of the Issuer's Class A Common Stock. See Note 3 below for a description of the conversion and exchange rights of the LTIP Units and Operating Partnership Units. All capitalized terms used herein are defined in Note 3 below.
2. Includes Class A Common Stock held by (i) the Reporting Person's spouse and (ii) family trusts and entities for which the Reporting Person has sole voting and investment power as sole manager or sole trustee, as applicable, or the Reporting Person and his spouse have shared voting and investment power as managers or trustees, as applicable, all for the benefit of the Reporting Person, his spouse, and certain other members of their extended family. The Reporting Person disclaims beneficial ownership of such Class A Common Stock except to the extent of his pecuniary interest therein.
3. Represents long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership") in which Empire State Realty Trust, Inc. (the "Issuer") is the sole general partner. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, vested LTIP Units are convertible by the Reporting Person, upon vesting, into an equivalent number of units of limited partnership interest ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A common stock, par value $0.01 ("Class A Common Stock") of 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.
4. These LTIP Units are fully vested.
Remarks:
/s/ Susanne J. Lieu, Attorney-in-Fact10/09/2026
** 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)

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