CFO at Empire State Realty Trust (NYSE: ESRT) awarded 16,027 LTIP units

Rhea-AI Filing Summary

Empire State Realty Trust reported an equity incentive grant to EVP, CFO and CAO Stephen Horn. On February 3, 2026, he was awarded 16,027 LTIP Units at a price of $0 per unit, bringing his total derivative holdings to 154,702 LTIP Units.

The LTIP Units are long-term incentive plan units in Empire State Realty OP, L.P. that, after vesting and sufficient tax capital allocations, can be converted into Operating Partnership Units and then redeemed on a one-for-one basis for Class A common stock or cash, at the company’s option. These units were earned based on a three-year performance period ending December 31, 2025; half vested 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^*

Horn Stephen

(Last) (First) (Middle)

C/O EMPIRE STATE REALTY TRUST, INC.

111 WEST 33RD STREET, 12TH FL.

(Street)

NEW YORK NY 10016

(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, CFO and CAO

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		16,027(2)		(1)(2)	(1)	Class A Common Stock	16,027	$0	154,702	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did ESRT EVP, CFO and CAO Stephen Horn report?

Stephen Horn reported receiving 16,027 LTIP Units as an equity award. These long-term incentive units were granted on February 3, 2026 and increased his total derivative holdings to 154,702 LTIP Units, reflecting performance-based compensation rather than an open-market purchase or sale.

How many LTIP Units does Stephen Horn hold after this ESRT Form 4?

After the reported grant, Stephen Horn beneficially owns 154,702 LTIP Units. This total includes the newly awarded 16,027 units and represents his derivative equity interests tied to Empire State Realty OP, L.P., which can ultimately link to Class A common stock of Empire State Realty Trust.

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. Upon vesting and sufficient tax capital allocations, they can convert into Operating Partnership Units, which may then be redeemed for Class A common stock on a one-for-one basis or cash, at the issuer’s option.

How is the vesting schedule structured for Stephen Horn’s 16,027 LTIP Units at ESRT?

The 16,027 LTIP Units were earned over a three-year performance period ending December 31, 2025. Half of the earned units vested on January 1, 2026, while the remaining 50% is scheduled to vest on December 31, 2026, subject to Stephen Horn’s continued employment.

What performance criteria determined Stephen Horn’s LTIP Units at ESRT?

The LTIP Units were earned based on Empire State Realty Trust’s operational performance and total shareholder return. These metrics were measured in industry-relative terms over a three-year performance period ending December 31, 2025, directly linking the award to multi-year company and shareholder outcomes.

At what price were Stephen Horn’s 16,027 LTIP Units granted at Empire State Realty Trust?

The 16,027 LTIP Units were granted at a price of $0 per unit. This reflects the nature of long-term incentive awards, which are typically granted without a cash purchase price and are instead tied to ongoing performance and vesting conditions over the specified period.