Empire State Realty (NYSE: ESRT) CEO receives large LTIP Unit equity awards

Rhea-AI Filing Summary

MALKIN ANTHONY E reported acquisition or exercise transactions in this Form 4 filing.

Empire State Realty Trust, Inc. Chairman and CEO Anthony E. Malkin received two equity awards of LTIP Units on March 13, 2026. One grant covers 601,384 LTIP Units and another covers 599,133 LTIP Units, each at no cash cost, as long-term incentive compensation.

The LTIP Units, issued under the 2024 Equity Incentive Plan, are convertible after vesting into Operating Partnership Units and then redeemable for Class A common stock on a one-for-one basis or cash at the company’s option, with no stated expiration. One grant vests ratably over four years starting January 1, 2026, and the other over three years starting the same date, both subject to continued employment and additional two-year post-vesting holding periods.

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^*

MALKIN ANTHONY E

(Last) (First) (Middle)

C/O EMPIRE STATE REALTY TRUST, INC.

111 WEST 33RD STREET, 12TH FLOOR

(Street)

NEW YORK NY 10120

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		601,384		(1)(2)	(1)	Class A Common Stock	601,384	$0	6,961,958	D
LTIP Units(1)	(1)	03/13/2026		A		599,133		(1)(3)	(1)	Class A Common Stock	599,133	$0	7,561,091	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.

3. These LTIP Units vest ratably on each of the first three anniversaries of January 1, 2026, subject to continued employment through such dates, and are issued in connection with the Reporting Person's election to receive LTIP Units in lieu of the Reporting Person's 2025 cash annual incentive bonus. 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
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FAQ

What did ESRT Chairman and CEO Anthony Malkin report on this Form 4?

He reported receiving two grants of LTIP Units as equity compensation. One grant covers 601,384 LTIP Units and another 599,133 LTIP Units, both awarded at no cash cost as part of Empire State Realty Trust’s long-term incentive program.

How many LTIP Units did Anthony Malkin acquire in total from ESRT?

He acquired 601,384 LTIP Units in one award and 599,133 LTIP Units in a second award. Both grants are derivative securities that can ultimately be redeemed for Class A common stock or cash under Empire State Realty Trust’s equity incentive structure.

How do ESRT LTIP Units convert into Class A common stock?

After vesting and sufficient capital account allocations, LTIP Units convert into Operating Partnership Units. Those Operating Partnership Units are then redeemable one-for-one for Empire State Realty Trust Class A common shares or their cash value, at the company’s discretion, with no expiration date.

What are the vesting terms of Anthony Malkin’s ESRT LTIP Unit awards?

One LTIP Unit grant vests ratably over the first four anniversaries of January 1, 2026. The second vests ratably over the first three anniversaries of that date, in each case requiring continued employment and an additional two-year holding period after each vesting date.

Were any of Anthony Malkin’s ESRT LTIP Units granted in lieu of cash bonus?

Yes. The LTIP Units in the second award are issued in connection with his election to receive LTIP Units instead of his 2025 cash annual incentive bonus. This shifts a portion of his compensation from cash to long-term equity-based incentives at Empire State Realty Trust.

Under which plan were these ESRT LTIP Units granted to Anthony Malkin?

Both LTIP Unit awards were granted under the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2024 Equity Incentive Plan. This plan governs the terms of LTIP Unit grants, including conversion mechanics, vesting schedules, and holding-period requirements for participants.