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Empire State Realty Trust (NYSE: ESRT) grants LTIP unit awards to director

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

Rhea-AI Filing Summary

Empire State Realty Trust director Grant Hill received two equity awards in the form of LTIP Units on May 15, 2026. The grants cover 19,236 and 23,856 LTIP Units at a price of $0.00 per unit and are compensation-related awards, not open‑market purchases.

The LTIP Units are issued by Empire State Realty OP, L.P. and, once vested and subject to sufficient capital account allocations, can be converted into Operating Partnership Units and then redeemed for Class A Common Stock on a one‑for‑one basis or the cash value, at the company’s option. One grant vests ratably over four years, while the other vests over three years and was elected in lieu of cash retainer, with both subject to an additional two‑year holding period after the grant dates.

Positive

  • None.

Negative

  • None.
Insider Hill Grant
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 — 173,692 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 to Grant Hill on May 15, 2026
LTIP Units granted (award 2) 23,856 LTIP Units Grant to Grant Hill on May 15, 2026
Holdings after award 1 192,928 LTIP Units Total derivative holdings following first transaction
Holdings after award 2 173,692 LTIP Units Total derivative holdings following second transaction
Four-year vesting schedule 4 years First LTIP grant vests ratably over four anniversaries
Three-year vesting schedule 3 years Second LTIP grant vests ratably over three anniversaries
Post-vesting holding period 2 years Additional holding period after each LTIP grant date
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."
holding period financial
"Each of the LTIP Units is subject to a holding period for an additional two years"
vest ratably financial
"These LTIP Units vest ratably on each of the first four anniversaries of the date of grant."
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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*
Hill Grant
(Last)(First)(Middle)
C/O EMPIRE STATE REALTY TRUST, INC.
111 WEST 33RD STREET, 12TH FL.
(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$0173,692D
LTIP Units(1)(1)05/15/2026A19,236 (1)(3) (1)Class A Common Stock19,236$0192,928D
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:
/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 did ESRT director Grant Hill report in this Form 4 filing?

Grant Hill reported two awards of LTIP Units as compensation. The grants total 19,236 and 23,856 units, both at zero cost, tied to long-term incentive and retainer election programs.

How many LTIP Units did Grant Hill receive from Empire State Realty Trust (ESRT)?

Grant Hill received two LTIP Unit awards totaling 43,092 units. One grant covers 19,236 units and the other 23,856 units, both structured as long-term incentive compensation rather than open-market purchases.

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

LTIP Units can convert into Operating Partnership Units, then be redeemed for Class A Common Stock. Each Operating Partnership Unit is redeemable for one share of Class A Common Stock or its cash value, at Empire State Realty Trust’s option.

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

One LTIP Unit grant vests ratably over four anniversaries of the grant date. The other vests ratably over three anniversaries, and both are subject to an additional two-year holding period after their respective grant dates.

Was any cash paid for the LTIP Units reported by Grant Hill at ESRT?

No cash was paid for these awards; the reported price per LTIP Unit is zero. The grants are part of compensation, including units issued instead of a portion of Grant Hill’s annual base retainer in cash.

Are Grant Hill’s ESRT LTIP Units subject to a holding period?

Yes, each LTIP Unit is subject to a two-year holding period after its grant date. This holding period applies in addition to the three- or four-year vesting schedules for the respective awards.