ESRT’s operating partnership prices $175M private notes at 5.47%

Rhea-AI Filing Summary

Empire State Realty OP, L.P., the operating partnership of Empire State Realty Trust, agreed to privately place $175,000,000 of 5.47% Series L Senior Notes due January 7, 2031 at an issue price of 100%. Funding is scheduled for December 18, 2025, subject to customary closing conditions.

The notes may be prepaid at 100% of principal plus a make‑whole premium. Obligations will be unconditionally guaranteed by subsidiaries that guarantee indebtedness under any Material Credit Facility. The agreement includes financial covenants tested quarterly: total debt to total asset value ≤ 60%, secured debt to total asset value ≤ 40%, Adjusted EBITDA to fixed charges ≥ 1.50x, unencumbered NOI to unsecured interest expense ≥ 1.75x, and total unsecured debt to unencumbered asset value ≤ 60%.

Net proceeds are intended to refinance existing indebtedness and for general corporate purposes. The notes are offered in a private placement under Section 4(a)(2) of the Securities Act and are not registered.

Insights

Credit markets analyst

Private notes add fixed-rate debt with standard REIT covenants.

Empire State Realty OP plans a private placement of $175,000,000 senior notes at a fixed 5.47% coupon, maturing on January 7, 2031. Funding is slated for December 18, 2025, providing visibility on timing. The issue price is 100%, and the notes carry make‑whole call protection on prepayment.

Guarantees extend to subsidiaries tied to any Material Credit Facility, aligning this instrument with the broader credit stack. Covenants include leverage caps (total ≤ 60%, secured ≤ 40%), coverage floors (EBITDA/fixed charges ≥ 1.50x; unencumbered NOI/unsecured interest ≥ 1.75x), and an unsecured leverage limit (≤ 60%).

Proceeds are earmarked to refinance existing debt and for general corporate purposes. Actual impact on maturity profile and interest expense will depend on the specific debt retired; those details are not included in the excerpt.

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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): October 16, 2025 (October 15, 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 1.01. Entry into a Material Definitive Agreement.

On October 15, 2025, Empire State Realty Trust, Inc. (the "Company") and Empire State Realty OP, L.P. (the "Operating Partnership"), the operating partnership subsidiary of the Company, entered into a Note Purchase Agreement with the purchasers named therein (the "Purchase Agreement") in connection with a private placement of $175,000,000 aggregate principal amount of the Operating Partnership's 5.47% Series L Senior Notes due January 7, 2031 (the "Notes"). The sale and purchase of the Notes is scheduled to fund on December 18, 2025, subject to customary closing conditions. The issue price for the Notes is 100% of the aggregate principal amount thereof.

Pursuant to the terms of the Purchase Agreement, the Operating Partnership may prepay all or a portion of the Notes upon notice to the holders at a price equal to 100% of the principal amount so prepaid plus a make-whole premium as set forth in the Purchase Agreement. The obligations of the Operating Partnership under the Notes will be unconditionally guaranteed by each of the Company's subsidiaries that guarantees or otherwise becomes liable at any time in respect of indebtedness under any Material Credit Facility (as defined in the Purchase Agreement) of the Company or any of its subsidiaries.

The Purchase Agreement contains customary covenants, including limitations on liens, investment, distributions, incurrence of debt, fundamental changes, and transactions with affiliates, and will require certain customary financial reports. The Purchase Agreement also includes the following financial covenants, subject to customary qualifications (to be in effect as of the last day of each fiscal quarter): (i) the ratio of total indebtedness to total asset value of the Company and its consolidated subsidiaries will not exceed 60%, (ii) the ratio of total secured indebtedness to total asset value of the Company and its consolidated subsidiaries will not exceed 40%, (iii) the ratio of Adjusted EBITDA (as defined in the Purchase Agreement) to consolidated fixed charges will not be less than 1.50x, (iv) the ratio of aggregate net operating income with respect to all unencumbered eligible properties to the portion of interest expense attributable to unsecured indebtedness will not be less than 1.75x, and (v) the ratio of total unsecured indebtedness to unencumbered asset value will not exceed 60%.

The Purchase Agreement contains customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment of principal and interest, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of real estate investment trust qualification.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by this reference.

The Operating Partnership intends to apply the net proceeds from the issuance of the Notes to refinance existing indebtedness and for general corporate purposes. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Note Purchase Agreement, dated October 15, 2025, among Empire State Realty OP, L.P., Empire State Realty Trust, Inc. and the purchasers named therein.
104						Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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: October 16, 2025

By:

/s/ Stephen V. Horn

Name:

Stephen V. Horn

Title:

EVP, Chief Financial Officer & Chief Accounting Officer

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

Date: October 16, 2025

By:

/s/ Stephen V. Horn

Name:

Stephen V. Horn

Title:

EVP, Chief Financial Officer & Chief Accounting Officer

FAQ

What did ESBA (Empire State Realty OP) announce in this 8-K?

A private placement of $175,000,000 of 5.47% Series L Senior Notes due January 7, 2031, funding on December 18, 2025.

What is the coupon, maturity, and price of ESBA’s new notes?

The notes carry a 5.47% coupon, mature on January 7, 2031, and price at 100% of principal.

How will Empire State Realty OP use the proceeds?

Net proceeds are intended to refinance existing indebtedness and for general corporate purposes.

Are there financial covenants on the new notes?

Yes: total debt/total asset value ≤ 60%; secured debt/total asset value ≤ 40%; Adjusted EBITDA/fixed charges ≥ 1.50x; unencumbered NOI/unsecured interest ≥ 1.75x; total unsecured debt/unencumbered asset value ≤ 60%.

Can the notes be prepaid before maturity?

Yes, at 100% of principal plus a make‑whole premium, upon notice to holders.

Are the notes registered with the SEC?

No. They are offered under Section 4(a)(2) of the Securities Act and are not registered.

Who guarantees the new notes?

They are unconditionally guaranteed by subsidiaries that guarantee indebtedness under any Material Credit Facility.