Empire State Realty (NYSE: OGCP) details real estate leadership transition plan

Rhea-AI Filing Summary

Empire State Realty Trust is implementing a planned leadership transition in its real estate operations. The company entered into a transition agreement under which long-time Executive Vice President, Real Estate, Thomas P. Durels is shifting his responsibilities to two new Co-Heads of Real Estate: Ryan Kass, Chief Revenue Officer of Real Estate and Director of Leasing, and Jackie Renton, Chief Operating Officer of Real Estate. Both will report to President Christina Chiu and Chairman & CEO Anthony E. Malkin.

Under the agreement, Mr. Durels will remain an executive officer through June 30, 2026 and then serve as a consultant through June 30, 2027, receiving a base salary of $757,050 per year and continued vesting of existing equity awards. He remains eligible for a 2025 bonus, and, subject to conditions, can receive a 2026 bonus, a 2027 cash bonus of $283,894, equity awards of $1,396,050 and $698,025, and accelerated vesting of outstanding equity at the end of the consulting term, in exchange for a release of claims and ongoing restrictive covenants.

Insights

Real estate REIT governance analyst

Empire State Realty maps a structured handoff of real estate leadership while retaining its long-time EVP as advisor through mid-2027.

The company is redistributing a key operational role by appointing two Co-Heads of Real Estate while keeping Thomas Durels in place as an executive through June 2026 and as a consultant through June 2027. This structure can help preserve institutional knowledge in leasing and operations as responsibilities shift to internal leader Ryan Kass and new hire Jackie Renton.

The agreement specifies continued salary of $757,050 per year, eligibility for 2025 and 2026 bonuses, a 2027 cash bonus of $283,894, and equity awards totaling over $2.0M tied to service and performance conditions. These amounts exchange for a release of claims and compliance with restrictive covenants, which is typical in negotiated executive transitions. The overall impact appears organizational rather than immediately financial, with effectiveness depending on how the new co-head structure performs over time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2025 (September 19, 2025)

EMPIRE STATE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-36105

37-1645259

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

EMPIRE STATE REALTY OP, L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36106

45-4685158

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

111 West 33rd Street,			12th Floor
New York,			New York			10120
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 687-8700

n/a

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Empire State Realty Trust, Inc.

Class A Common Stock, par value $0.01 per share

ESRT

The New York Stock Exchange

Empire State Realty OP, L.P.

Series ES Operating Partnership Units

ESBA

NYSE Arca, Inc.

Series 60 Operating Partnership Units

OGCP

NYSE Arca, Inc.

Series 250 Operating Partnership Units

FISK

NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2025, Empire State Realty Trust, Inc. (the “Company”) entered into a transition agreement (the “Transition Agreement”) pursuant to which Thomas P. Durels, Executive Vice President, Real Estate, has begun the transition of his duties to two new Co-Heads of Real Estate: (i) Ryan Kass, Chief Revenue Officer of Real Estate and Director of Leasing, and (ii) Jackie Renton, Chief Operating Officer of Real Estate. Mr. Kass and Ms. Renton will each report to the Company’s President, Christina Chiu, and the Company’s Chairman & CEO, Anthony E. Malkin. Mr. Kass has been with the Company since 2013 and previously served as Director of Leasing. Ms. Renton joined the Company in September from Atlas Capital Group, a private real estate investment, development and management firm, where she previously served as Chief Operating Officer.

Under the Transition Agreement, Mr. Durels will remain an executive officer of the Company through June 30, 2026 (the “Transition Date”) and will serve as a consultant to the Company through June 30, 2027 (the “Termination Date”), unless his employment is earlier terminated in accordance with the Transition Agreement. During this period, Mr. Durels will be entitled to receive (i) a base salary in the amount of $757,050 per annum and (ii) continued vesting of his outstanding Company equity awards. In addition, Mr. Durels will remain eligible to earn a bonus for 2025 with payout determined based on the performance conditions of the previously approved 2025 executive compensation plan.

Unless he is terminated for “cause” (as defined in the Transition Agreement) or resigns without the agreement of the Company prior to June 30, 2027, Mr. Durels will also be entitled to receive the following separation payments: (a) a cash bonus for 2026 with opportunity aligned with his 2025 award and payout determined based on the performance conditions of the 2026 executive compensation plan; (b) a cash bonus for 2027 of $283,894; (c) an equity award of $1,396,050 (to be granted in March 2026) to vest 100% on the Termination Date; (d) an equity award of $698,025 to be granted with immediate vest provisions on the Termination Date; (e) accelerated vesting of his outstanding equity awards as of the Termination Date, with the performance-based equity awards vesting in accordance with applicable award agreements; and (f) any unpaid base salary through June 30, 2027 (if terminated earlier than such date).

The payments and benefits described above are subject to Mr. Durels’ non-revocation of a general release of claims in favor of the Company and continued compliance with the terms of the Transition Agreement, including customary restrictive covenants.

The foregoing general description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Transition Agreement, dated September 19, 2025, by and between Empire State Realty OP, L.P. and Thomas P. Durels.
104						The cover page from this Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMPIRE STATE REALTY TRUST, INC. (Registrant)

Date: September 22, 2025

By:

/s/ Christina Chiu

Name:

Christina Chiu

Title:

President

EMPIRE STATE REALTY OP, L.P. (Registrant) By: Empire State Realty Trust, Inc., as general partner

Date: September 22, 2025

By:

/s/ Christina Chiu

Name:

Christina Chiu

Title:

President

FAQ

What leadership change did Empire State Realty Trust (OGCP) announce?

Empire State Realty Trust entered into a transition agreement under which longtime Executive Vice President, Real Estate, Thomas P. Durels is transitioning his duties to two new Co-Heads of Real Estate, Ryan Kass and Jackie Renton, who will oversee revenue, leasing, and operations for the real estate platform.

How long will Thomas P. Durels remain with Empire State Realty Trust?

Under the transition agreement, Thomas P. Durels will remain an executive officer through June 30, 2026, and then serve as a consultant to the company through June 30, 2027, unless his employment ends earlier under the agreement’s terms.

What compensation will Thomas P. Durels receive during the transition period?

During the transition, Mr. Durels is entitled to an annual base salary of $757,050 and continued vesting of his outstanding equity awards, along with eligibility to earn a 2025 bonus based on the previously approved 2025 executive compensation plan.

What additional payments can Thomas P. Durels receive if he stays through June 30, 2027?

If he is not terminated for cause and does not resign without agreement before June 30, 2027, Mr. Durels is eligible for a 2026 cash bonus, a $283,894 cash bonus for 2027, a $1,396,050 equity award vesting on the Termination Date, a $698,025 equity award that vests immediately on the Termination Date, accelerated vesting of outstanding equity, and any unpaid base salary through that date if he is terminated earlier.

Who are the new Co-Heads of Real Estate at Empire State Realty Trust?

The new Co-Heads of Real Estate are Ryan Kass, who serves as Chief Revenue Officer of Real Estate and Director of Leasing and has been with the company since 2013, and Jackie Renton, who joined from Atlas Capital Group as Chief Operating Officer of Real Estate. Both report to President Christina Chiu and Chairman & CEO Anthony E. Malkin.

What conditions apply to Thomas P. Durels’ transition and separation benefits?

The payments and benefits for Mr. Durels are conditioned on his non-revocation of a general release of claims in favor of the company and his continued compliance with the Transition Agreement, which includes customary restrictive covenants.