Empire State Realty (ESRT) CFO awarded 69,988 LTIP Units in equity grant

Rhea-AI Filing Summary

Horn Stephen reported acquisition or exercise transactions in this Form 4 filing.

Empire State Realty Trust EVP and CFO Stephen Horn received a grant of 69,988 LTIP Units on March 13, 2026. These long-term incentive plan units are a class of units in Empire State Realty OP, L.P. and are convertible, upon vesting and tax conditions, into Operating Partnership Units and then redeemable for Class A common stock or cash on a one-for-one basis at the company’s option. After this award, Horn directly holds 224,690 LTIP Units. The LTIP Units vest in four equal annual installments on each of the first four anniversaries of January 1, 2026, subject to continued employment, and each vested unit is subject to an additional two-year holding period.

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 and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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)	03/13/2026		A		69,988		(1)(2)	(1)	Class A Common Stock	69,988	$0	224,690	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. 2024 Equity Incentive Plan.

2. These LTIP Units vest ratably on each of the first four anniversaries of January 1, 2026, subject to continued employment through such dates. Each of the LTIP Units is subject to a holding period for an additional two years following the applicable vesting date of such LTIP Unit.

Remarks:

	/s/ Heather L. Houston, Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ESRT disclose for CFO Stephen Horn?

Empire State Realty Trust disclosed that EVP and CFO Stephen Horn received a grant of 69,988 LTIP Units on March 13, 2026. These units were awarded at no cash cost per unit as part of the company’s equity incentive compensation structure.

How many LTIP Units does ESRT’s CFO hold after this Form 4 transaction?

Following the reported grant, EVP and CFO Stephen Horn directly holds a total of 224,690 LTIP Units. This figure reflects his position after receiving the 69,988-unit award detailed in the Form 4 insider transaction disclosure.

What are ESRT LTIP Units and how can they convert into common stock?

ESRT’s LTIP Units are long term incentive plan units in Empire State Realty OP, L.P. After vesting and sufficient tax capital allocations, they may convert into Operating Partnership Units, which can then be redeemed for Class A common stock or the cash value, at the issuer’s option.

What is the vesting schedule for Stephen Horn’s 69,988 ESRT LTIP Units?

The 69,988 LTIP Units granted to Stephen Horn vest ratably over four years, on each of the first four anniversaries of January 1, 2026, subject to continued employment. Each vested LTIP Unit is then subject to an additional two-year holding period after its vesting date.

Does the ESRT CFO’s LTIP award involve any immediate cash payment?

The LTIP Units were granted with a stated transaction price per unit of $0.0000, indicating no cash paid by the executive at grant. Economic value arises through vesting, potential conversion into Operating Partnership Units, and eventual redemption into Class A common stock or cash.

Under which plan were the new ESRT LTIP Units granted to the CFO?

The LTIP Units granted to EVP and CFO Stephen Horn were issued under the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2024 Equity Incentive Plan. This plan governs equity-based awards such as LTIP Units provided to eligible participants.