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Empire State Realty Trust (ESRT) director receives 23,856 LTIP units equity award

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

Rhea-AI Filing Summary

Empire State Realty Trust director George L.W. Malkin received a grant of 23,856 LTIP Units as equity compensation. These long-term incentive plan units are a class of units in Empire State Realty OP, L.P., the company’s operating partnership.

Upon vesting and subject to tax capital account conditions, the LTIP Units can be converted into operating partnership units, which are redeemable for Class A common stock or cash on a one-for-one basis at the company’s option. After this grant, Malkin holds 38,071 LTIP Units directly. The LTIP Units vest in four equal annual installments from the grant date, with each vested unit then subject to an additional two-year holding period.

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Insider Malkin George L.W.
Role null
Type Security Shares Price Value
Grant/Award LTIP Units 23,856 $0.00 --
Holdings After Transaction: LTIP Units — 38,071 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.
LTIP Units granted 23,856 units Equity incentive grant on 2026-05-15
Grant price $0.0000 per unit Stated transaction price for LTIP Units
LTIP Units after grant 38,071 units Total LTIP Units held directly following transaction
Underlying Class A common stock 23,856 shares Shares underlying LTIP Units on one-for-one basis
Vesting period 4 years LTIP Units vest ratably over first four anniversaries
Post-vesting holding period 2 years Each LTIP Unit subject to additional holding period
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."
vest ratably financial
"These LTIP Units vest ratably on each of the first four anniversaries of the date of grant."
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*
Malkin George L.W.
(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
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$038,071D
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.
Remarks:
Exhibit 24: Power of Attorney
/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 insider transaction did ESRT director George L.W. Malkin report?

George L.W. Malkin reported receiving 23,856 LTIP Units as an equity award. These long-term incentive units are tied to Empire State Realty OP, L.P. and can ultimately be exchanged into operating partnership units and then Class A common stock or cash.

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

LTIP Units are long term incentive plan units in Empire State Realty OP, L.P. Subject to tax capital conditions and vesting, they can be converted into operating partnership units, which are redeemable for Empire State Realty Trust Class A common stock or cash on a one-for-one basis.

How many LTIP Units does George L.W. Malkin hold after this ESRT Form 4?

After the grant of 23,856 LTIP Units, George L.W. Malkin holds 38,071 LTIP Units directly. These units represent long-term equity-based compensation linked to Empire State Realty OP, L.P. and are potentially convertible into Class A common stock or cash in the future.

What is the vesting schedule for the ESRT LTIP Units granted to Malkin?

The granted LTIP Units vest ratably on each of the first four anniversaries of the grant date. After vesting, each LTIP Unit is subject to an additional two-year holding period, extending the effective horizon of this long-term incentive award for the director.

At what price were the ESRT LTIP Units granted to George L.W. Malkin?

The LTIP Units were granted at a stated price of $0.0000 per unit, reflecting a compensatory equity award rather than an open-market purchase. Economic value comes from potential future conversion into operating partnership units and then Class A common stock or cash.

Under which plan were the ESRT LTIP Units granted to George L.W. Malkin?

These LTIP Units were granted under the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan. This plan provides long-term equity-based awards that link director and executive compensation to the long-term performance of the operating partnership and company.