Empire State Realty (ESRT) director granted LTIP unit awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Empire State Realty Trust director James D. Robinson IV received two grants of LTIP Units on May 15, 2026 as part of equity compensation. One award covered 19,236 LTIP Units and another covered 23,856 LTIP Units, both at a price of $0.00 per unit.

These LTIP Units can convert, after vesting and sufficient capital account allocations, into Operating Partnership Units and then into an equivalent number of Class A Common shares or cash, at the company’s option. One grant vests over four years, and the other over three years and was elected in lieu of cash retainer, with each subject to an additional two-year holding period.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Robinson James D IV

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 — 246,485 shares (Direct, null)

Footnotes (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.

Key Figures

First LTIP Unit grant: 19,236 LTIP Units Second LTIP Unit grant: 23,856 LTIP Units Price per LTIP Unit: $0.00 per unit +5 more

8 metrics

First LTIP Unit grant 19,236 LTIP Units Grant to director on May 15, 2026

Second LTIP Unit grant 23,856 LTIP Units Grant to director on May 15, 2026

Price per LTIP Unit $0.00 per unit Both May 15, 2026 grants

Holdings after first grant 265,721 LTIP Units Total derivative holdings following first transaction

Holdings after second grant 246,485 LTIP Units Total derivative holdings following second transaction

Vesting period (F2 grant) 4 years LTIP Units vest ratably over first four anniversaries

Vesting period (F3 grant) 3 years LTIP Units vest ratably over first three anniversaries

Additional holding period 2 years Each LTIP Unit subject to extra holding period after grant

Key Terms

LTIP Units, Operating Partnership Units, Class A Common Stock, 2026 Equity Incentive Plan, +1 more

5 terms

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 by the holder 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.

2026 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."

annual base retainer financial

"issued separately in connection with the Reporting Person's election to receive LTIP Units in lieu of ... annual base retainer in cash."

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:18 PM

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

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^*

Robinson James D IV

(Last)

(First)

(Middle)

C/O EMPIRE STATE REALTY TRUST, INC.

111 WEST 33RD STREET, 12TH FL.

(Street)

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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units⁽¹⁾	⁽¹⁾	05/15/2026		A		23,856		⁽¹⁾⁽²⁾	⁽¹⁾	Class A Common Stock	23,856	$0	246,485	D
LTIP Units⁽¹⁾	⁽¹⁾	05/15/2026		A		19,236		⁽¹⁾⁽³⁾	⁽¹⁾	Class A Common Stock	19,236	$0	265,721	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. 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-Fact	05/19/2026
	** 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.
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 transactions did ESRT director James D. Robinson IV report?

James D. Robinson IV reported receiving two equity grants of LTIP Units on May 15, 2026. One grant covered 19,236 units and the other 23,856 units, both at $0.00 per unit, reflecting non-cash, compensation-related awards rather than open-market buying or selling.

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

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

How do the new LTIP Units for ESRT’s director vest and when are they held?

One LTIP Unit grant vests ratably over the first four anniversaries of the grant date. The other vests over three anniversaries. Each LTIP Unit is then subject to an additional two-year holding period following its applicable grant date before full flexibility is available.

Why did ESRT’s director receive LTIP Units instead of cash?

One LTIP Unit award is issued in connection with James D. Robinson IV’s election to receive LTIP Units in lieu of any portion of his annual base retainer in cash. This converts part of his director compensation into equity-based incentives aligned with the company’s performance.

Do the LTIP Units granted to ESRT’s director have an expiration date?

The rights to convert LTIP Units into Operating Partnership Units and redeem those units for Class A Common Stock or cash do not have expiration dates. The units are, however, subject to vesting schedules and additional two-year holding periods described in the compensation terms.