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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-28 · 501 added, 435 removed, 1173 unchanged (44% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including ESRT's Chief Executive Officer, its President, and its Executive Vice President, Chief Financial Officer & Chief Accounting Officer, as appropriate, to allow for timely decisions regarding required disclosure.

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including ESRT's Chief Executive Officer and its Chief Financial Officer as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of December 31, 2023, the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of ESRT management, including ESRT's Chief Executive Officer, its President, and its Chief Financial Officer & Chief Accounting Officer, regarding the effectiveness of our disclosure controls and procedures at

the end of the period covered by this report.

Based on the foregoing, ESRT's Chief Executive Officer, its President, and its Chief Financial Officer & Chief Accounting Officer concluded, as of that time, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including ESRT's Chief Executive Officer, its President, and its Chief Financial Officer & Chief Accounting Officer, as appropriate to allow for timely decisions regarding required disclosure.

As of December 31, 2024, the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of ESRT management, including ESRT's Chief Executive Officer and its Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures at the end of the period covered by this report.

Based on the foregoing, ESRT's Chief Executive Officer and its Chief Financial Officer concluded, as of that time, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including ESRT's Chief Executive Officer and its Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Remediation of the Material Weakness in Internal Control Over Financial Reporting

As previously reported in our 2023 Annual Report on Form 10-K/A, management identified a material weakness in the design of certain IT general controls ("ITGCs").

During the year ended December 31, 2024, we (i) enhanced our control activities around change monitoring to detect if any changes were made outside of the Company's established change control processes across all relevant IT components, and (ii) implemented additional controls to manage the appropriate assignment and maintenance of permission configurations within access groups and the users they are assigned to.

We tested the enhanced control activities for the period ended December 31, 2024 and management has concluded, through its testing, that the controls were operating effectively and the material weakness was remediated as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

No significant changes to our internal control over financial reporting were identified in connection with the evaluation referenced above that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the remediation of the material weakness noted above, no significant changes to our internal control over financial reporting were identified in connection with the evaluation referenced above that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(a) Management's Report on Internal Control Over Financial Reporting

Management of Empire State Realty OP, L.P.

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13(a)-15(f).

Under the supervision and with the participation of our management, including our Chief Executive Officer, President and Chief Financial Officer & Chief Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 as required by the Securities Exchange Act of 1934 Rule 13(a)-15(c).

Management of Empire State Realty Trust, Inc.

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined under Rule 13(a)-15(f) of the Exchange Act.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 as required by Rule 13(a)-15(c) under the Exchange Act.

In making this assessment, we used the criteria set forth in the framework in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO criteria").

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in its capacity as our sole general partner.

The information required by ITEM 10 will be set forth in Empire State Realty Trust, Inc.'s definitive proxy statement for its 2023 Annual Meeting of Stockholders (which is scheduled to be held on May 9, 2024), to be filed pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended, or the ESRT Proxy Statement, and is incorporated herein by reference.

The information required by ITEM 10 will be set forth in Empire State Realty Trust, Inc.'s definitive proxy statement for its 2025 Annual Meeting of Stockholders (which is scheduled to be held on May 15, 2025), to be filed pursuant to Regulation 14A under the Exchange Act, or the ESRT Proxy Statement, and is incorporated herein by reference.

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us.

We also follow procedures for the repurchase of our securities.

We believe that our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

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The information required by ITEM 12 will be set forth in the ESRT Proxy Statement and is incorporated herein by reference.

The information under ITEM 5 of this Form 10-K under the heading “Securities Authorized For Issuance Under Equity Compensation Plans” is incorporated herein by reference.

Securities Authorized For Issuance Under Equity Compensation Plans

On May 9, 2024, the Empire State Realty Trust, Inc.

Empire State Realty OP, L.P.

2024 Equity Incentive Plan (the “2024 Plan”) was approved by ESRT's shareholders.

The 2024 Plan provides for grants to directors, employees and consultants of ESRT and the Operating Partnership, including options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalents and other equity-based awards, including LTIP units, and replaced the First Amended and Restated Empire State Realty Trust, Inc.

and Empire State Realty OP, L.P.

2019 Equity Incentive Plan ("2019 Plan", and collectively with the 2024 Plan, the "Plans").

The shares of ESRT Class A common stock underlying any awards under the Plans that are forfeited, canceled or otherwise terminated, other than by exercise, will be added back to the shares of ESRT Class A common stock available for issuance under the 2024 Plan.

For a further discussion of the Plans, see "Financial Statements — Note 10 Capital" in this Annual Report on Form 10-K.

The following table presents certain information about our equity compensation plans as of December 31, 2024:

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column of this table)

Equity compensation plans approved by securityholders (1)

N/A N/A 10,858,441 (2)

Equity compensation plans not approved by securityholders — — —

Total N/A N/A 10,858,441

______________

(1) These consist of the Empire State Realty Trust, Inc.

Empire State Realty OP, L.P.

2024 Equity Incentive Plan and the First Amended and Restated Empire State Realty Trust, Inc.

and Empire State Realty OP, L.P.

2019 Equity Incentive Plan.

(2) The number of securities remaining available for future issuance consists of shares remaining available for issuance under the Empire State Realty Trust, Inc.

Empire State Realty OP, L.P.

2024 Equity Incentive Plan adjusted for awards that have been forfeited, canceled or otherwise terminated, other than by exercise under the Empire State Realty Trust, Inc.

Empire State Realty OP, L.P.

2024 Equity Incentive Plan and the First Amended and Restated Empire State Realty Trust, Inc.

and Empire State Realty OP, L.P.

2019 Equity Incentive Plan .

As of December 31, 2024, we have issued 1,370,353 shares of restricted stock and 18,116,842 LTIP units under the Plans, including the Empire State Realty OP, L.P.

2013 Equity Incentive Plan, since 2013.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by ITEM 13 will be set forth in the ESRT Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by ITEM 14 will be set forth in the ESRT Proxy Statement and is incorporated herein by reference.

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333-179485), filed with the SEC on February 13, 2012.

First Amended and Restated Empire State Realty Trust, Inc.

Empire State Realty OP, L.P.

2013 Equity Incentive Plan (as amended and restated as of April 4, 2016), incorporated by reference to Exhibit 10.10 to the Registrant's Form 10-Q filed with the SEC on May 5, 2016.

Registration Rights Agreement among Empire State Realty Trust, Inc.

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Malkin, dated April 5, 2016, incorporated by reference to Exhibit 10.32 to the Registrant's Form 10-Q filed with the SEC on May 5, 2016.

Change in Control Severance Agreement between Empire State Realty Trust, Inc.

and Christina Chiu, dated April 13, 2020 incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-Q filed with the SEC on May 6, 2020.

Amended and Restated Change in Control Severance Agreement between Empire State Realty Trust, Inc.

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and Stephen V.

Horn, dated February 20, 2024 .

Horn, dated February 20, 2024 , incorporated by reference to Exhibit 10.19 to the Registrant's Form 10-K /A filed with the SEC on October 8, 2024 .

Change in Control Severance Agreement between Empire State Realty Trust, Inc.

and Stephen V.

Horn, dated February 20, 2024 .

Horn, dated February 20, 2024 , incorporated by reference to Exhibit 10.20 to the Registrant's Form 10-K /A filed with the SEC on October 8, 2024 .

Note Purchase Agreement, dated March 27, 2015, among Empire State Realty OP, L.P., Empire State Realty Trust, Inc.

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and the purchasers named therein, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on December 14, 2017.

Amended and Restated Employment Agreement between Empire State Realty Trust, Inc.

and Anthony E.

Malkin, dated October 6 2021, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on October 6, 2021.

Empire State Realty Trust, Inc.

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Form 10-Q filed with the SEC on August 5, 2021.

Form of LTIP Agreement (Executive Officer, Performance Based) incorporated by reference to Exhibit 10.1 to the Empire State Realty OP, L.P.

Form of LTIP Agreement (Executive Officer, Performance Based) incorporated by reference to Exhibit 10.

2 to the Empire State Realty OP, L.P.

Form 10-Q filed with the SEC on August 5, 2021.

Form of LTIP Agreement (Executive Officer or Director, Immediate Vest) incorporated by reference to Exhibit 10.1 to the Empire State Realty OP, L.P.

Form of LTIP Agreement (Executive Officer or Director, Immediate Vest) incorporated by reference to Exhibit 10.

3 to the Empire State Realty OP, L.P.

Form 10-Q filed with the SEC on August 5, 2021.

Form of LTIP Agreement (Director, Time-Based) incorporated by reference to Exhibit 10.1 to the Empire State Realty OP, L.P.

Form of LTIP Agreement (Director, Time-Based) incorporated by reference to Exhibit 10.

4 to the Empire State Realty OP, L.P.

Form 10-Q filed with the SEC on August 5, 2021.

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Form 10-Q filed with the SEC on November 3, 2022.

Third Amendment, dated as of August 29, 2022, to that certain Amended and Restated Credit Agreement, dated August 29, 2017, among Empire State Realty Trust, Inc., Empire State Realty OP, L.P.

, the subsidiary guarantors party thereto, the lenders party thereto, and Bank of America, N.A.

, as administrative agent incorporated by reference to Exhibit 10.62 to the Empire State Realty OP, L.P.

Form 10-Q filed with the SEC on November 3, 2022.

Second Amended and Restated Credit Agreement, dated March 8, 2024, among Empire State Realty OP, L.P., as borrower, Empire State Realty Trust, Inc., Bank of America, N.A., as administrative agent and the lenders and letter of credit issuers party thereto incorporated by reference to Exhibit 10.1 to the Empire State Realty Trust Form 10-Q filed with the SEC on May 7, 2024.

Third Amendment to Credit Agreement, dated March 13, 2024, among Empire State Realty OP, L.P., as borrower, Empire State Realty Trust, Inc., the subsidiary guarantors party thereto, Wells Fargo National Association, as administrative agent and the lenders party thereto incorporated by reference to Exhibit 10.2 to the Empire State Realty Trust Form 10-Q filed with the SEC on May 7, 2024.

Note Purchase Agreement, dated April 10, 2024, among Empire State Realty OP, L.P., Empire State Realty Trust, Inc.

and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed April 11, 2024).

Empire State Realty Trust, Inc.

Empire State Realty OP, L.P.

2024 Equity Incentive Plan, incorporated by reference to Exhibit A to the Company's Definitive Proxy Statement filed with the SEC on March 28, 2024.

Form of Restricted Stock Agreement (Time-Based), incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (Registration No.

333-279259), filed with the SEC on May 9, 2024.

Form of LTIP Agreement (Director, Time-Based), incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (Registration No.

333-279259), filed with the SEC on May 9, 2024.

Form of LTIP Agreement (Executive Officer or Director, Immediate Vest), incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 (Registration No.

333-279259), filed with the SEC on May 9, 2024.

Form of LTIP Agreement (Executive Officer, Performance-Based) , incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 (Registration No.

333-279259), filed with the SEC on May 9, 2024.

Form of LTIP Agreement (Executive Officer, Time-Based), incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-8 (Registration No.

333-279259), filed with the SEC on May 9, 2024.

Amended and Restated Employment Agreement between Empire State Realty Trust, Inc.

and Anthony E.

Malkin, dated September 20, 2024, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on September 23,2024.

First Amendment to Third Amended and Restated Employment Agreement between Empire State Realty Trust, Inc.

and Anthony E.

Malkin, dated December 11, 2024, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on December 11, 2024.

Employment Agreement between Empire State Realty Trust, Inc.

and Christina Chiu, dated December 11, 2024, incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed with the SEC on December 11, 2024.

Insider Trading Policy of Empire State Realty OP, L.P.

Subsidiaries of Registrant

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Compensation Clawback Policy of Empire State Realty OP, L.P .

, incorporated by reference to Exhibit 97.1 to the Registrant's Form 10-K/A filed with the SEC on October 8, 2024 .

101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 3

Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 F- 4

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021 F- 5

Consolidated Statements of Capital for the years ended December 31, 2023, 2022 and 2021 F- 6

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 F- 7

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Capital for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

Notes to Consolidated Financial Statements F- 9

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We have audited the accompanying consolidated balance sheets of Empire State Realty OP, L.P.

(the Operating Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

(the Operating Partnership) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, capital and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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The Operating Partnership performed its annual impairment testing as of October 1, 2024 and engaged a third-party valuation specialist to perform valuation procedures.

Auditing management’s goodwill impairment test was complex due to the highly judgmental nature of the assumptions used.

The fair value estimates were sensitive to significant assumptions such as revenue and cost projections and the weighted average cost of capital, which are affected by expectations about future market and economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Operating Partnership’s goodwill impairment process, including controls over management’s review of the significant assumptions described above.

To test the implied fair value of the Operating Partnership’s observatory reporting unit, we performed audit procedures that included, among other procedures, assessing the methodologies and testing the significant assumptions and underlying data used by the Operating Partnership.

We utilized internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of certain assumptions selected by management.

We compared the significant assumptions used by management to current industry and economic trends, recent historical performance, and other relevant factors, and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the observatory reporting unit that would result from changes in the assumptions.

Auditing management’s goodwill impairment test was subjective due to the judgmental nature of the weighted average cost of capital (WACC) assumption, which is affected by expectations about future performance of the Operating Partnership and economic conditions.

To test the estimated fair value of the Operating Partnership’s Observatory reporting unit, we performed audit procedures that included, among other procedures, assessing the methodologies and testing the calculation of the WACC, including its utilization in the Operating Partnership’s fair value estimate of goodwill.

We involved internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of the WACC using observable Operating Partnership and market-specific data.

We compared the assumptions used by management in the calculation of the WACC to current industry and economic trends, historical performance, and other relevant factors, and performed sensitivity analyses to evaluate the changes in the fair value of the Observatory reporting unit that would result from changes in the WACC.

/s/ Ernst & Young LLP

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Consolidated Balance Sheets

(amounts in thousands, except unit and per unit amounts)

ASSETS December 31, 2023 December 31, 2022

(amounts in thousands, except per unit amounts) December 31, 2024 December 31, 2023

Commercial real estate properties, at cost:

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Commercial real estate properties, net 2,512,460 2,405,130

Assets held for sale — 35,538

Contract asset 170,419 —

Cash and cash equivalents

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Unsecured revolving credit facility 120,000 —

Debt associated with property in receivership 177,667 —

Accrued interest associated with property in receivership 5,433 —

Accounts payable and accrued expenses 132,016 99,756

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Tenants’ security deposits 24,908 35,499

Liabilities related to assets held for sale 0 5,943

Total liabilities 2,728,325 2,488,288

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Private perpetual preferred units:

Series 2019 preferred units, $ 13.52 per unit liquidation preference, 4,664 issued and outstanding in 2023 and 2022

Series 2019 Private perpetual preferred units, $ 13.52 per unit liquidation preference, 4,664 issued and outstanding in 2024 and 2023

21,936 21,936

Series 2014 preferred units, $ 16.62 per unit liquidation preference, 1,560 issued and outstanding in 2023 and 2022

Series 2014 Private perpetual preferred units, $ 16.62 per unit liquidation preference, 1,560 issued and outstanding in 2024 and 2023

Series PR operating partnership units:

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Consolidated Statements of Operations

Year Ended December 31,

(amounts in thousands, except per unit amounts) 2024 2023 2022

For the Year Ended December 31,

2023 2022 2021

Rental revenue $ 614,596 $ 597,319 $ 591,048

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Real estate taxes 128,826 127,101 123,057

Impairment charges — — 7,723

Depreciation and amortization 184,818 189,911 216,894

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Total operating income 158,710 146,706 127,028

146,706 127,028 79,133

Other income (expense):

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Interest expense ( 105,239 ) ( 101,484 ) ( 101,206 )

Gain on sale/disposition of properties 26,764 33,988 —

Interest expense associated with property in receivership ( 4,471 ) — —

Loss on early extinguishment of debt ( 553 ) — —

Income (loss) before income taxes 87,122 64,758 ( 14,771 )

Income tax (expense) benefit ( 2,715 ) ( 1,546 ) 1,734

Net income (loss) 84,407 63,212 ( 13,037 )

Gain on disposition of properties 13,302 26,764 33,988

Income before income taxes 83,047 87,122 64,758

Income tax expense ( 2,688 ) ( 2,715 ) ( 1,546 )

Net income 80,359 84,407 63,212

Private perpetual preferred unit distributions ( 4,201 ) ( 4,201 ) ( 4,201 )

Net (income) loss attributable to non-controlling interest in other partnerships ( 4 ) ( 68 ) 243

Net income (loss) attributable to common unitholders $ 80,138 $ 59,254 $ ( 17,221 )

Net income attributable to common unitholders $ 76,154 $ 80,138 $ 59,254

Total weighted average units:

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Diluted 269,019 265,633 269,948

Earnings (loss) per unit:

Earnings per unit:

Basic $ 0.29 $ 0.30 $ 0.22

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Empire State Realty OP, L.P.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

For the Year Ended December 31,

2023 2022 2021

Net income (loss) $ 84,407 $ 63,212 $ ( 13,037 )

Net income $ 80,359 $ 84,407 $ 63,212

Other comprehensive income (loss):

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Other comprehensive income (loss) 6,658 ( 2,238 ) 47,274

Comprehensive income (loss) 82,169 110,486 ( 1,036 )

Comprehensive income 87,017 82,169 110,486

Net (income) loss attributable to non-controlling interest in other partnerships ( 4 ) ( 68 ) 243

Other comprehensive loss (income) attributable to non-controlling interests in other partnerships — 314 ( 2,233 )

Comprehensive income attributable to OP unitholders $ 87,013 $ 82,415 $ 108,496

The accompanying notes are an integral part of these financial statements

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Consolidated Statements of Capital

(amounts in thousands)

Series PR Operating Partnership Units Series ES Operating Partnership Units Limited Partners Series 60 Operating Partnership Units Limited Partners Series 250 Operating Partnership Units Limited Partners

General Partner Limited Partners

Private Perpetual Preferred Units Private Perpetual Preferred Units Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Non-controlling Interest in Other Partnerships Total Capital

(amounts in thousands) Private Perpetual Preferred Units Private Perpetual Preferred Units Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Non-controlling Interest in Other Partnerships Total Capital

Balance at December 31, 2021 6,224 $ 29,940 170,217 $ 998,128 79,820 $ 649,157 22,321 $ ( 4,058 ) 5,884 $ ( 1,395 ) 2,970 $ ( 692 ) $ 13,252 $ 1,684,332

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Contributions to consolidated joint venture interests — — — — — — — — — — — — 224 224

Equity compensation — — 41 513 782 19,747 — — — — — — — 20,260

Equity compensation, net of forfeitures — — 185 894 1,206 20,117 — — — — — — — 21,011

Distributions — ( 4,201 ) — ( 23,109 ) — ( 11,251 ) — ( 3,025 ) — ( 800 ) — ( 400 ) — ( 42,786 )

Net income (loss) — 4,201 — ( 10,711 ) — ( 4,513 ) — ( 1,429 ) — ( 379 ) — ( 189 ) ( 17 ) ( 13,037 )

Net income — 4,201 — 36,442 — 16,116 — 4,800 — 1,244 — 652 ( 243 ) 63,212

Other comprehensive income — — — 27,701 12,251 3,648 946 495 2,233 47,274

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Contributions to consolidated joint venture interests — — — — — — — — — — — — 187 187

Equity compensation — — 185 894 1,206 20,117 — — — — — — — 21,011

Equity compensation, net of forfeitures — — 312 1,395 1,752 18,631 — — — — — — — 20,026

Distributions — ( 4,201 ) — ( 22,684 ) — ( 10,466 ) — ( 2,850 ) — ( 749 ) — ( 373 ) — ( 41,323 )

Net income — 4,201 — 49,044 — 22,439 — 6,251 — 1,603 — 801 68 84,407

Other comprehensive income — — — 27,701 12,251 3,648 946 495 2,233 47,274

Other comprehensive loss — — — ( 1,178 ) ( 539 ) ( 150 ) ( 38 ) ( 19 ) ( 314 ) ( 2,238 )

Balance at December 31, 2023 6,224 $ 29,940 163,046 $ 985,518 80,189 $ 694,512 19,947 $ 4,427 5,144 $ 779 2,619 $ 462 $ 15,407 $ 1,731,045

Conversion of operating partnership units and Class B shares to ESRT Partner's Capital — — 4,197 15,306 ( 1,650 ) ( 14,468 ) ( 1,766 ) ( 607 ) ( 555 ) ( 154 ) ( 226 ) ( 77 ) — —

Repurchases of common units — — ( 2,151 ) ( 13,105 ) — — — — — — — — — ( 13,105 )

Contributions to consolidated joint venture interests — — — — — — — — — — — — 187 187

Equity compensation — — 312 1,395 1,752 18,631 — — — — — — — 20,026

Acquisition of non-controlling interest in other partnership — — — 114 — — — — — — — — ( 15,411 ) ( 15,297 )

Equity compensation, net of forfeitures — — 140 1,300 3,066 20,387 — — — — — — — 21,687

Distributions — ( 4,201 ) — ( 23,221 ) — ( 11,400 ) — ( 2,639 ) — ( 678 ) — ( 351 ) — ( 42,490 )

Net income — 4,201 — 47,441 — 21,095 — 5,483 — 1,373 — 762 4 80,359

Other comprehensive loss — — — ( 1,178 ) ( 539 ) ( 150 ) ( 38 ) ( 19 ) ( 314 ) ( 2,238 )

Other comprehensive income — — — 4,238 — 1,778 — 462 — 116 — 64 — 6,658

Balance at December 31, 2024 6,224 $ 29,940 167,383 $ 1,030,696 81,605 $ 711,904 18,181 $ 7,126 4,589 $ 1,436 2,393 $ 860 $ — $ 1,781,962

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Consolidated Statements of Cash Flows

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

For the Year Ended December 31,

2023 2022 2021

Cash Flows From Operating Activities

Net income (loss) $ 84,407 $ 63,212 $ ( 13,037 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 80,359 $ 84,407 $ 63,212

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 184,818 189,911 216,894

Gain on sale/disposition of properties ( 13,302 ) ( 26,764 ) ( 33,988 )

Impairment charges — — 7,723

Amortization of non-cash items within interest expense 8,631 9,089 9,799

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Net proceeds from disposition of real estate — 88,910 11,005

Acquisition of non-controlling interests in other partnerships ( 14,226 ) — —

Reduction of cash from derecognition of property in receivership ( 12,876 ) — —

Post-closing costs from a prior period sale of property ( 4,034 ) — —

Additions to building and improvements ( 172,906 ) ( 139,328 ) ( 126,268 )

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Consolidated Statements of Cash Flows (continued)

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

For the Year Ended December 31,

2023 2022 2021

Cash Flows From Financing Activities

Repayment of mortgage notes payable ( 11,864 ) ( 8,632 ) ( 7,504 )

Proceeds from unsecured senior notes 225,000 — —

Proceeds from unsecured term loan 95,000 — —

Repayment of unsecured term loan ( 215,000 ) — —

Proceeds from unsecured revolving credit facility 120,000 — —

Contributions from consolidated joint ventures — 187 224

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Distributions ( 38,289 ) ( 37,122 ) ( 38,585 )

Net cash used in financing activities ( 62,873 ) ( 140,242 ) ( 93,045 )

Net cash provided by (used in) financing activities 158,576 ( 62,873 ) ( 140,242 )

Net increase (decrease) in cash and cash equivalents and restricted cash 22,346 92,278 ( 159,960 )

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Restricted cash at beginning of period 60,336 50,244 50,943

50,244 50,943 41,225

Cash and cash equivalents and restricted cash at beginning of period $ 406,956 $ 314,678 $ 474,638

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Derivative instruments at fair values included in accounts payable and accrued expenses — 85 —

Contract asset 170,419 — —

Derecognition of property in receivership and other assets, net ( 144,241 ) — —

Accrued interest associated with property in receivership 5,433 — —

Conversion of operating partnership units and Class B shares to Class A shares 15,306 17,671 4,495

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Mortgage assumed in connection with sale of real estate — — 30,117

Debt assumed with the acquisition of real estate properties — — 177,453

Contribution from other partnerships — — 13,269

The accompanying notes are an integral part of these financial statements

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(the "Operating Partnership") is the entity through which Empire State Realty Trust, Inc.

ESRT), a NYC-focused REIT that owns and operates a portfolio of modernized, amenitized, and well-located office, retail, and multifamily assets, conducts all of its business and owns (either directly or through subsidiaries) substantially all of its assets.

ESRT), a NYC-focused REIT that owns and operates a portfolio of well-leased, top of tier, modernized, amenitized, and well-located office, retail, and multifamily assets, conducts all of its business and owns (either directly or through subsidiaries) substantially all of its assets.

ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observatory that was declared the #1 Attraction in the World - and the #1 Attraction in the U.S.

for the third consecutive year – in Tripadvisor’s 2024 Travelers’ Choice Awards:

Best of the Best Things to Do.

The Company is a recognized leader in energy efficiency and indoor environmental quality.

ESRT’s flagship Empire State Building – the “World’s Most Famous Building” – includes its Observatory, the #1 attraction in the U.S.

in Tripadvisor’s Travelers’ Choice Awards:

Best of the Best for two consecutive years .

As of December 31, 2023, ESRT’s portfolio was comprised of approximately 8.6 million rentable square feet of office space, 0.7 million rentable square feet of retail space and 727 residential units.

Our office portfolio included 11 properties (including three long-term ground leasehold interests) encompassing approximately 8.6 million rentable square feet.

Nine of these office properties are located in midtown Manhattan and encompass approximately 7.6 million rentable square feet, including the Empire State Building.

The remaining two office properties encompass approximately 1.1 million rentable square feet and are located in Stamford, Connecticut, with immediate access to mass transportation.

Additionally, we have entitled land adjacent to one of the Stamford office properties that can support the development of either office or residential per local zoning.

As of December 31, 2024, our portfolio was comprised of approximately 7.8 million rentable square feet of office space, 0.8 million rentable square feet of retail space and 732 residential units.

Our office portfolio included 10 properties (including three long-term ground leasehold interests).

Nine of these office properties are located in midtown Manhattan and encompass approximately 7.6 million rentable square feet of office space and 0.5 million rentable square feet of retail space, including the Empire State Building.

The remaining office property is located in Stamford, Connecticut, with immediate access to mass transportation.

Additionally, we have entitled land adjacent to the Stamford office property that can support the development of either office or residential per local zoning.

Our multifamily portfolio included 732 residential units in New York City.

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We have two entities that elected, together with ESRT, to be treated as taxable REIT subsidiaries, or TRSs, of ESRT.

The TRSs, through several wholly owned limited liability companies, conduct third-party services businesses, which include the Empire State Building Observatory, cleaning services, cafeterias, restaurant and health clubs, and asset and property management services.

The TRSs, through several wholly owned limited liability companies, conduct third-party services businesses, which include the Empire State Building Observatory, cleaning services, cafeteria, restaurant, health clubs, townhall and lounge, amenity center, and asset and property management services.

Summary of Significant Accounting Policies

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The primary beneficiary is required to consolidate the VIE.

At December 31, 2022, we were the primary beneficiary of a variable interest in the intermediary entity which held title to 298 Mulberry Street, the multifamily asset acquired in December 2022.

The intermediary entity was utilized to execute a like-kind exchange and subsequent to March 31, 2023, the like-kind exchange was completed and we took title to 298 Mulberry Street.

Therefore, we had no VIEs at December 31, 2023.

As of December 31, 2024, we had a variable interest in certain of the intermediary entities that hold title to the assets of the North 6 th Street Collection acquired in 2024.

The intermediary entities were utilized to execute like-kind exchanges and subsequent to December 31, 2024, most of the

like-kind exchanges were completed and the intermediary entities assigned its ownership interests in these entities to the Operating Partnership.

We had no VIEs as of December 31, 2023.

We will assess the accounting treatment for each investment we may have in the future.

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A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent.

Non-controlling interests are required to be presented as a separate component of equity in the consolidated balance sheets and in the consolidated statements of income by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests.

Non-controlling interests are required to be presented as a separate component of equity in the consolidated balance sheets and in the consolidated statements of operations by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests.

Accounting Estimates

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In general, we commence rental revenue recognition when the tenant takes possession of the leased space or controls the physical use of the leased space and the leased space is substantially ready for its intended use.

We account for all of our leases as operating leases.

We account for all of our leases as operating leases and have elected not to separate non-lease components from lease components.

Deferred rent receivables, including free rental periods and leasing arrangements allowing for increased base rent payments, are accounted for in a manner that provides an even amount of fixed lease revenues over the respective non-cancellable lease terms.

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Gains on Sale/Disposition of Real Estate

We record a gain on sale of real estate pursuant to provisions under Accounting Standards Codification (ASC) 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets.

We record a gain on sale/disposition of real estate pursuant to provisions under Accounting Standards Codification (ASC) 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets.

Under ASC 610-20, we must first determine whether the transaction is a sale to a customer or non-customer.

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If we determine that we do not have a controlling financial interest in the real estate, we would evaluate whether a contract exists under ASC 606 Revenue from Contracts with Customers and whether the buyer has obtained control of the asset that was sold.

We recognize the full gain on sale of real estate when the derecognition criteria under ASC 610-20 have been met.

We recognize the full gain on sale/disposition of real estate when the derecognition criteria under ASC 610-20 have been met.

Third-Party Management and Other Fees

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Other Revenues and Fees

Other revenues and fees includes parking income, legal, tax and insurance settlements, demand response energy use earnings and sales from our restaurant at the Empire State Building.

Other revenues and fees include parking income, legal, tax and insurance settlements, demand response energy use earnings and sales from our restaurant at the Empire State Building.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred.

The expense for the years ended December 31, 2023, 2022, and 2021 was $ 10.9 million, $ 10.8 million and $ 7.9 million, respectively, and is included within operating expenses in our consolidated statements of operations.

The expense for the years ended December 31, 2024, 2023, and 2022 was $ 11.6 million, $ 10.9 million and $ 10.8 million, respectively, and are included within operating expenses, observatory expenses, and general and administrative expenses in our consolidated statements of operations.

Real Estate Properties and Related Intangible Assets

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Corporate and other equipment is depreciated over three to seven years .

Acquisitions of properties are accounted for utilizing the acquisition method and accordingly the purchase cost is allocated to tangible and intangible assets and liabilities based on their fair values.

Acquisitions of properties are accounted for utilizing the acquisition method, and accordingly the purchase cost is allocated to tangible and intangible assets and liabilities based on their relative fair values.

The fair value of tangible assets acquired is determined by valuing the property as if it were vacant, applying methods similar to those used by independent appraisers of income-producing property.

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Fair value is assigned to above-market and below-market leases based on the difference between (a) the contractual amounts to be paid by the tenant based on the existing lease and (b) our estimate of current market lease rates for the corresponding in-place leases, over the remaining terms of the in-place leases.

Capitalized above-market lease amounts are

amortized as a decrease to rental revenue over the remaining terms of the respective leases.

Capitalized above-market lease amounts are amortized as a decrease to rental revenue over the remaining terms of the respective leases.

Capitalized below-market lease amounts are amortized as an increase to rental revenue over the remaining terms of the respective leases.

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Assets held for sale are recorded at the lower of cost or fair value less costs to sell and depreciation expense is no longer recorded.

During the fourth quarter 2021, we concluded that the cost basis of 383 Main Avenue, Norwalk, Connecticut exceeded its fair value when we reduced our hold period given our intent to transfer property ownership to the lender.

As such, we incurred a $ 7.7 million i mpairment charge in the year ended December 31, 2021.

Our methodology to calculate the fair value of the property involved a combination of the discounted cash flow method, utilizing Level 3 unobservable inputs such as market capitalization rates obtained from external sources, and the market-based approach utilizing recent sales comparables.

In April 2022, we transferred this asset back to the lender in a consensual foreclosure.

Refer to Note 3 Acquisitions and Dispositions.

We do not believe that the value of any of our other properties and intangible assets were impaired during the years ended December 31, 2024, 2023 and 2022.

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Short-term Investments

Short-term investments include time deposits with original maturities of greater than three months and remaining

maturities of less than one year.

Short-term investments include time deposits with original maturities of greater than three months and remaining maturities of less than one year.

Tenant and Other Receivables

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Deferred leasing costs consist of fees incurred to initiate and renew leases, are amortized on a straight-line basis over the related lease term and the expense is included in depreciation and amortization in our consolidated statements of income.

Upon the early termination of a lease, unamortized deferred leasing costs are charged to expense.

Upon the early termination of a lease, unamortized deferred leasing costs are charged to depreciation and amortization expense.

Deferred Financing Costs

Fees and costs incurred to obtain long-term financing have been deferred and are amortized as a component of interest expense in our consolidated statements of income over the life of the respective long-term financing on the straight-line method, which approximates the effective interest method.

Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity.

Unamortized deferred financing costs are expensed when the associated debt

is refinanced or repaid before maturity.

Costs incurred in seeking debt, which do not close, are expensed in the period in which it is determined that the financing will not close.

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As a result, all of our derivatives were classified as Level 2 of the fair value hierarchy.

The fair value of our mortgage notes payable, senior unsecured notes (Series A, B, C, D, E, F, G and H), unsecured term loan facilities and unsecured revolving credit facility which are determined using Level 3 inputs are estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us.

The fair value of our mortgage notes payable, senior unsecured notes (Series A-K), unsecured term loan facilities and unsecured revolving credit facility which are determined using Level 3 inputs are estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us.

Derivative Instruments

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ESRT has elected, together with ESRT Observatory TRS, L.L.C., our subsidiary that holds our Observatory operations, to treat ESRT Observatory TRS, L.L.C.

ESRT has elected, together with ESRT Holdings TRS, L.L.C., our subsidiary that holds our third-party management, restaurant, cafeterias, health clubs and certain cleaning operations, to treat ESRT Holdings TRS, L.L.C.

ESRT has elected, together with ESRT Holdings TRS, L.L.C., our subsidiary that holds our third-party management, restaurant, cafeteria, health clubs, certain cleaning operations, townhall and lounge, and amenity center to treat ESRT Holdings TRS, L.L.C.

TRSs may participate in non-real estate activities and/or perform non-customary services for tenants and their operations are generally subject to regular corporate income taxes.

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The calculation of the TRSs' tax provisions may require interpreting tax laws and regulations and could result in the use of judgments or estimates which could cause its recorded tax liability to differ from the actual amount due.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the

amounts used for income tax purposes.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The TRSs periodically assess the realizability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state, or federal statutory tax audits or estimates and judgments used.

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Penalties and interest, if incurred, would be recorded as a component of income tax expense.

As of December 31, 2023 and 2022, we do not have a liability for uncertain tax positions.

As of December 31, 2024 and

2023, we do not have a liability for uncertain tax positions.

As of December 31, 2024, the tax years ended December 31, 2021 through December 31, 2024 remain open for an audit by the Internal Revenue Service, state or local authorities.

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Segment Reporting

We have identified two reportable segments:

The Company's operating segments are based on our method of internal reporting and include our office properties, retail portfolio, multifamily portfolio, and the Observatory.

These operating segments have been aggregated for reporting into two reportable segments:

(1) Real Estate and (2) Observatory.

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Recently Issued or Adopted Accounting Standards

During March 2020, the FASB issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848).

ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

During the first quarter 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) Deferral of the Sunset Date of Topic 848 which deferred the sunset date of ASU 2022-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform to December 31, 2024.

As of December 31, 2023, we have transitioned all of our LIBOR-indexed debt and derivatives to SOFR and applied the practical expedient allowed under the guidance.

During November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No.

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Improvements to Reportable Segment Disclosures, to improve the disclosures about reportable segments and add more detailed information about a reportable segment’s expenses.

items and a description of its composition by reportable segment, the title and position of the CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The amendments in the ASU require public entities to disclose on an annual and interim basis significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure of segment profit or loss, other segment items and a description of its composition by reportable segment, the title and position of the CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU does not change the definition of a segment, the method for determining segments, the criteria for aggregating operating segments into reportable segments, or the current specifically enumerated segment expenses that are required to be disclosed.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted this standard for the fiscal year ended December 31, 2024, with retrospective application.

Such adoption resulted in the enhanced disclosure including the title and position of the CODM, significant segment expenses that are regularly provided to the CODM and included within the reported measure of segment profit, and how the CODM uses the reported measures of segment profit in assessing segment performance and deciding how to allocate resources.

During December 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The standard enhances income tax disclosure requirements for all entities by requiring specified categories and greater disaggregation within the rate reconciliation table, disclosure of income taxes paid by jurisdiction, and providing clarification on uncertain tax positions and related financial

statement impacts.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We are evaluating the impact of adopting this new accounting standard on our consolidated financial statements.

During November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are evaluating the impact of adopting this new accounting standard on our consolidated financial statements.

Acquisitions and Dispositions

Property Acquisitions

On September 14, 2023, we closed on the acquisition of a retail property in Williamsburg, Brooklyn, located on the corner of North 6 th Street and Wythe Avenue for a purchase price of $ 26.4 million.

The property has three retail tenants and six residential units and was fully leased as of December 31, 2023.

The transaction was executed as an exchange under Section 1031 of the Internal Revenue Code of 1986, as amended.

The purchase price is the fair value at the date of acquisition.

On December 20, 2022, we closed on the acquisition of a multifamily asset located at 298 Mulberry Street in Manhattan for a purchase price of $ 114.9 million.

In addition to the 96 residential units, the property also contains retail space leased to CVS and a garage.

The purchase price is the fair value at the date of acquisition.

On December 22, 2021, we acquired 90 % of two multifamily assets located in Manhattan, the Victory (561 10th Avenue) and 345 East 94th Street.

The total transaction value was $ 307.0 million, inclusive of $ 134.0 million of debt on the Victory, that matures in 2033 and has an effective interest rate of 3.85 %, and $ 52.0 million of debt on 345 East 94th Street, that matures in 2030 and has an effective interest rate of 3.56 %.

The previous owner retained a 10 % equity stake.

We asset manage the properties and have control over all decision making through our voting interests in each entity.

We currently use a third-party manager, but we have the right to assume day-to-day property management for no additional consideration.

The fair value of the non-controlling interest was equivalent to 10 % of the gross purchase price less the pro-rata share of the debt assumed.

The purchase price of the non-controlling interest is its fair value at the date of acquisition.

The Victory is a 417 unit, 45-story apartment building with an 11,000 square foot retail space leased to CVS through 2040.

It is a participant in an extendable 421a tax abatement program.

345 East 94th Street is a 208 unit, 30-story, apartment building.

It is a participant in an extendable 421a tax abatement program.

In September and October 2024, we closed on the acquisition of a portfolio of retail properties on North 6 th Street in Williamsburg, Brooklyn for a purchase price of $ 195.0 million.

In September 2024, we entered into an agreement for the acquisition of an additional retail property on North 6th Street in Williamsburg, Brooklyn for approximately $ 30.0 million.

In September 2023, we closed on the acquisition of a retail property in Williamsburg, Brooklyn, located on the corner of North 6 th Street and Wythe Avenue for a purchase price of $ 26.4 million.

In December 2022, we closed on the acquisition of a multifamily asset located at 298 Mulberry Street in Manhattan for a purchase price of $ 114.9 million.

The following table summarizes properties acquired during the years ended December 31, 2024, 2023, and 2022 (amounts in thousands):

Property Date Acquired Land Building and Improvements Assets Liabilities Total

Williamsburg Retail, Brooklyn 9/14/2023 $ 4,851 $ 20,936 $ 1,573 $ ( 300 ) $ 27,060

The North 6th Street Collection (1)

September 2024-October 2024 $ 44,924 $ 146,826 $ 10,984 $ ( 9,664 ) $ 193,070

The North 6th Street Collection (2)

9/14/2023 4,851 20,936 1,573 ( 300 ) 27,060

298 Mulberry Street, Manhattan (3)

The Victory 12/21/2021 91,437 124,997 13,573 ( 19,895 ) $ 210,112

345 East 94th St.

12/20/2022 40,935 69,508 5,300 ( 150 ) 115,593

(1) Includes nine retail properties on North 6 th Street in Williamsburg, Brooklyn.

Includes capitalized transaction costs of $( 1.9 ) million, net of certain closing credits.

(2) Includes two retail properties near the Wythe Avenue and North 6 th Street corner in Williamsburg, Brooklyn.

Includes total capitalized transaction costs of $ 0.7 million.

(3) Includes total capitalized transaction costs of $ 0.8 million.

In March 2024, we executed a buyout of the 10 % non-controlling interest in two of our multifamily properties located at 561 10th Avenue and 345 East 94th Street in Manhattan for $ 14.2 million in cash and the assumption of $ 18.0 million of in-place debt.

As there was no change in control, we accounted for this acquisition as an equity transaction in accordance with Accounting Standards Codification 810-10 and no gain or loss was recognized.

Property Dispositions

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Property Date of Disposal Sales Price Gain on Disposition

First Stamford Place, Stamford, Connecticut (1)

5/22/2024 $ 165,807 $ 13,302

500 Mamaroneck Avenue, Harrison, New York (2)

4/5/2023 53,000 11,075

69-97 and 103-107 Main Street, Westport, Connecticut 2/1/2023 40,000 15,689

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383 Main Avenue, Norwalk, Connecticut (1)

*The gain is net of approximately $ 4.5 million of post-closing costs we accrued related to expected contaminated soil remediation costs and our commitment to reimburse the buyer for a delay in rent commencement from a tenant impacted by the soil remediation efforts.

Subsequent to December 31, 2023, we funded the buyer for these costs and we have no further obligations or contingencies that relate to this property.

**We transferred the property, which was encumbered by a $ 30.0 million mortgage, back to the lender in a consensual foreclosure and recognized a non-cash gain upon the disposition.

There were no property dispositions for the year ended December 31, 2021.

4/1/2022 30,000 27,170

(1) We transferred the First Stamford Place and 383 Main Avenue, which were encumbered by mortgages and other debt obligations of $ 165.8 million and $ 30.0 million, respectively, back to the respective lenders in consensual foreclosures and recognized non-cash gains upon the dispositions.

(2) The gain is net of approximately $ 4.5 million of post-closing costs we accrued related to our commitment to reimburse the buyer for a lease that did not occur.

We funded the buyer for these costs and we have no further obligations or contingencies related to this property.

In April 2024, we worked with the First Stamford Place mortgage lender to structure a consensual foreclosure.

On May 22, 2024, a receiver was appointed and we ended our management of the property.

In connection with this, we removed the related assets and liabilities from our consolidated balance sheet and recognized a gain in the consolidated statements of operations of $ 13.3 million for the year ended December 31, 2024.

We also recorded a contract asset of $ 170.4 million that represents the amount of obligation, including applicable accrued interest, we expect to be released upon the final resolution of the foreclosure process on First Stamford Place.

The gain recognized subsequent to the initial derecognition of the related assets and liabilities of First Stamford Place represents the additional obligation we expect to be released arising from the accrued interest expense associated with the First Stamford Place mortgage, net of certain closing costs.

The related debt of $ 177.7 million and accrued interest of $ 5.4 million are included in debt associated with property under receivership and accrued interest associated with property under receivership, respectively, in our consolidated balance sheet as of December 31, 2024.

Subsequent to year end, in February 2025, title of the property was transferred to the mortgage lender and we were released of our mortgage obligation.

Deferred Costs, Acquired Lease Intangibles and Goodwill

Deferred costs, net, consisted of the following at December 31, 2023 and 2022 (amounts in thousands):

Leasing costs $ 224,295 $ 218,707

Acquired in-place lease value and deferred leasing costs 158,267 160,683

Deferred costs, net, consisted of the following:

(amounts in thousands) December 31, 2024 December 31, 2023

Deferred leasing costs $ 230,836 $ 224,295

Acquired in-place lease value, acquired deferred leasing costs and deferred acquisition costs 137,580 158,267

Acquired above-market leases 19,636 23,918

406,480 407,223

Total deferred costs, excluding deferred financing costs 388,052 406,480

accumulated amortization ( 212,972 ) ( 236,900 )

Total deferred costs, net, excluding net deferred financing costs 175,080 169,580

At December 31, 2023 and 2022, $ 2.9 million and $ 5.0 million, respectively, of net deferred financing costs associated with the unsecured revolving credit facility was included in deferred costs, net on the consolidated balance sheets.

Amortization expense related to deferred leasing and acquired deferred leasing costs was $ 23.6 million, $ 25.4 million, and $ 28.6 million, for the years ended December 31, 2023, 2022, and 2021, respectively.

Amortization expense related to acquired lease intangibles was $ 7.4 million, $ 11.8 million and $ 10.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Amortizing acquired intangible assets and liabilities consisted of the following at December 31, 2023 and 2022 (amounts in thousands):

Deferred financing costs associated with the unsecured revolving credit facility, net of accumulated amortization of $ 7,783 and $ 5,709 , respectively (See Note 5) and other deferred financing costs

Total deferred costs, net $ 183,987 $ 172,457

Acquired below-market ground leases, net, consisted of the following:

(amounts in thousands) December 31, 2024 December 31, 2023

Acquired below-market ground leases $ 396,916 $ 396,916

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Acquired below-market ground leases, net $ 313,410 $ 321,241

$ 321,241 $ 329,073

Acquired below-market leases, net, consisted of the following:

(amounts in thousands) December 31, 2024 December 31, 2023

Acquired below-market leases $ ( 56,359 ) $ ( 55,155 )

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Acquired below-market leases, net $ ( 19,497 ) $ ( 13,750 )

Rental revenue related to the amortization of below market leases, net of above market leases was $ 2.4 million, $ 4.8 million and $ 5.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The remaining weighted-average amortization period as of December 31, 2023 is 22.2 years, 3.4 years, 3.5 years and 2.9 years for below-market ground leases, in-place leases and deferred leasing costs, above-market leases and below-market leases, respectively.

The total amortization related to deferred costs and acquired lease intangibles consisted of the following:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Rental revenue:

Amortization of below-market leases, net of above-market leases $ 2,177 $ 2,415 $ 4,759

Depreciation and amortization:

Amortization of deferred leasing costs and acquired deferred leasing costs 22,469 23,612 25,448

Amortization related to acquired in-place lease value 5,196 7,421 11,839

The remaining weighted-average amortization periods as of December 31, 2024 are:

Weighted-average amortization period

Below-market ground leases

Above-market leases

In-place leases and deferred leasing costs

Below-market leases

We expect to recognize amortization expense and rental revenue from the acquired intangible assets and liabilities as follows (amounts in thousands):

For the year ending:

Future Ground Rent Amortization Future Amortization Expense Future Rental Revenue (Expense)

Future Ground Rent Amortization Future Amortization Expense Future Rental Revenue

2025 $ 7,831 $ 8,159 $ 3,513

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Many of the factors employed in determining whether or not goodwill is impaired are outside of our control, and it is reasonably likely that assumptions and estimates will change in future periods.

We will continue to assess the impairment of the Observatory reporting unit goodwill going forward.

Debt consisted of the following as of December 31, 2023 and 2022 (amounts in thousands):

As of December 31, 2023

Principal Balance as

of December 31, 2023 Principal Balance as

of December 31, 2022 Stated

Debt consisted of the following:

Principal Balance As of December 31, 2024

(amounts in thousands) December 31, 2024 December 31, 2023 Stated

Rate Effective

Fixed rate mortgage debt:

Metro Center $ 80,070 $ 82,596 3.59 % 3.67 % 11/5/2024

10 Union Square 50,000 50,000 3.70 % 3.97 % 4/1/2026

1542 Third Avenue 30,000 30,000 4.29 % 4.53 % 5/1/2027

First Stamford Place (3)

$ — $ 175,860 — — —

10 Union Square 50,000 50,000 3.70 % 3.97 % 4/1/2026

1542 Third Avenue 30,000 30,000 4.29 % 4.53 % 5/1/2027

1010 Third Avenue and 77 West 55th Street 34,048 34,958 4.01 % 4.21 % 1/5/2028

Metro Center (4)

71,600 80,070 3.59 % 3.67 % 11/5/2029

250 West 57th Street 180,000 180,000 2.83 % 3.21 % 12/1/2030

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Series H 75,000 75,000 3.73 % 5.00 % 3/17/2035

Unsecured revolving credit facility (4)

Series I 155,000 — 7.20 % 7.39 % 6/17/2029

Series J 45,000 — 7.32 % 7.46 % 6/17/2031

Series K 25,000 — 7.41 % 7.52 % 6/17/2034

Unsecured term loan facility (5)

175,000 175,000 SOFR plus 1.50 %

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4.48 % 3/8/2029

Unsecured term loan facility (4)

Unsecured revolving credit facility (5)

120,000 — SOFR plus 1.30 %

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(2) Pre-payment is generally allowed for each loan upon payment of a customary pre-payment penalty.

(3) Represents a $ 164.0 million mortgage loan bearing interest of 4.09 % and a $ 11.9 million loan bearing interest at 6.25 %.

(3) In April 2024, we worked with the First Stamford Place mortgage lender to structure a consensual foreclosure.

In May 2024, the First Stamford Place property was placed in receivership and accordingly, we reclassified the related debt to debt associated with property under receivership in our consolidated balance sheet.

As of December 31, 2024, this debt consists of $ 164.0 million mortgage loan bearing interest at 4.09 % and a $ 11.9 million loan bearing interest at 6.25 %.

See Note 3 Acquisitions and Dispositions.

(4) In July 2024, this loan was refinanced and commencing in November 2024, the new principal balance of $ 71.6 million is interest-only at an interest rate of 3.59 %, with a four-year term plus a one-year extension option.

(5) At December 31, 2024, we were in compliance with all debt covenants.

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Thereafter 14,634 1,192,607 1,207,241

Total principal maturities $ 51,624 $ 2,205,374 $ 2,256,998

Total $ 33,976 $ 2,260,298 $ 2,294,274

Deferred Financing Costs

Deferred financing costs, net, consisted of the following at December 31, 2023 and 2022 (amounts in thousands):

Financing costs $ 43,473 $ 43,473

Deferred financing costs, net, consisted of the following:

(amounts in thousands) December 31, 2024 December 31, 2023

Deferred financing costs, included as a component of net debt $ 36,309 $ 34,887

Deferred financing costs, included as a component of net deferred costs (See Note 4) 16,638 8,586

Total deferred financing costs 52,947 43,473

accumulated amortization ( 33,970 ) ( 31,108 )

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Unsecured Revolving Credit and Term Loan Facilities

On August 29, 2022, we entered into a third amendment to our amended and restated credit agreement dated August 29, 2017 with Bank of America, N.A., as administrative agent and the other lenders party thereto, which governs our senior unsecured revolving credit facility and term loan facility (collectively, the “BofA Credit Facility”).

The BofA Credit Facility is

in the initial maximum principal amount of up to $ 1.065 billion, which consists of a $ 850.0 million revolving credit facility that matures on March 31, 2025, and a $ 215.0 million term loan facility that matures on March 19, 2025.

The third amendment revised the terms of the BofA Credit Facility to (i) replace LIBOR with SOFR given the phase out of LIBOR and (ii) permit the addition of multifamily assets as Unencumbered Eligible Property (as defined therein) and add a capitalization rate for such assets.

As of December 31, 2023 , we had no borrowings under the revolving credit facility and $ 215.0 million under the term loan facility.

On August 29, 2022, we entered into a second amendment to our credit agreement dated March 19, 2020 with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, which governs a senior unsecured term loan facility (the “Wells Term Loan Facility”).

On March 8, 2024, through our Operating Partnership, we entered into a second amended and restated credit agreement with Bank of America, N.A., as administrative agent and the other lenders party thereto, that amends and restates the amended and restated credit agreement, dated August 29, 2017, which governs our senior unsecured revolving credit facility and term loan facility (collectively, the “BofA Credit Facilities”).

The BofA Credit Facilities are comprised of a $ 620.0 million senior unsecured revolving credit facility (the “Revolving Credit Facility”) and a $ 95.0 million term loan facility (the “BofA Term Loan Facility”).

We may request that the BofA Credit Facilities be increased through one or more increases in the Revolving Credit Facility or one or more increases in the BofA Term Loan Facility or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount under the second amended and restated credit agreement not to exceed $ 1.5 billion.

The Revolving Credit Facility matures on March 8, 2029, inclusive of two six-month extension periods and replaced the existing revolving credit facility that was due to mature in March 2025.

The BofA Term Loan Facility matures on March 8, 2029, inclusive of two twelve-month extension periods and replaced the existing term loan facility that was due to mature in March 2025.

Initial interest rates on the BofA Credit Facilities, which may change based on our leverage levels, are SOFR plus a benchmark adjustment of 10 basis points ("adjusted SOFR") plus 130 basis points for any drawn portion of the Revolving Credit Facility and adjusted SOFR plus 150 basis points for the BofA Term Loan Facility.

In addition, the BofA Credit Facilities have a sustainability-linked pricing mechanism that reduces the borrowing spread if certain benchmarks are achieved each year.

As of December 31, 2024 , we had $ 120.0 million borrowings drawn on the Revolving Credit Facility and $ 95.0 million under the BofA Term Loan Facility.

On March 13, 2024, through our Operating Partnership, we entered into a third amendment to our credit agreement dated March 19, 2020 with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, which governs a senior unsecured term loan facility (the “Wells Term Loan Facility”).

The Wells Term Loan Facility is in the original principal amount of $ 175.0 million and matures on December 31, 2026.

The second amendment revised the terms of the Wells Term Loan Facility to (i) replace LIBOR with SOFR given the phase out of LIBOR and (ii) permit the addition of multifamily assets as Unencumbered Eligible Property (as defined therein) and add a capitalization rate for such assets.

We may request the Wells Term Loan Facility be increased through one or more increases or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $ 225 million.

The third amendment provides for, among other things, certain conforming changes to the BofA Credit Facilities agreement, including increases to the capitalization rate for certain of our properties.

No other changes were made to the amount of the commitments, the maturity date of the outstanding loans or the covenants.

We may request the Wells Term Loan Facility be increased through one or more

increases or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $ 225.0 million.

As of December 31, 2024 , our borrowings amounted to $ 175.0 million under the Wells Term Loan Facility.

The terms of both the BofA Credit Facility and the Wells Term Loan Facility include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports.

The terms of both the BofA Credit Facilities and the Wells Term Loan Facility include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports.

Both facilities also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio.

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Senior Unsecured Notes

The terms of the senior unsecured notes include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports.

It also requires compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio.

The agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, 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.

On June 17, 2024, we closed on the issuance and sale of an aggregate $ 225.0 million principal amount of notes, consisting of (a) $ 155.0 million aggregate principal amount of 7.20 % Series I Green Guaranteed Senior Notes due June 17, 2029, (b) $ 45.0 million aggregate principal amount of 7.32 % Series J Green Guaranteed Senior Notes due June 17, 2031 and (c) $ 25.0 million aggregate principal amount of 7.41 % Series K Green Guaranteed Senior Notes due June 17, 2034.

The terms of these senior unsecured notes, like our Series A-H notes, include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports.

The terms also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio.

The agreement also contains customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, 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.

As of December 31, 2024, we were in compliance with these covenants.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following as of December 31, 2023 and 2022 (amounts in thousands):

Accrued capital expenditures $ 51,815 $ 44,293

Accounts payable and accrued expenses consist of the following:

(amounts in thousands) December 31, 2024 December 31, 2023

Capital expenditures included in accounts payable and accrued expenses $ 73,535 $ 51,815

Accounts payable and accrued expenses 54,779 44,169

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These derivative instruments are typically in the form of interest rate swap and forward agreements, and the primary objective is to minimize interest rate risks associated with investing and financing activities.

The counterparties of

these arrangements are major financial institutions with which we may also have other financial relationships.

The counterparties of these arrangements are major financial institutions with which we may also have other financial relationships.

We are exposed to credit risk in the event of non-performance by these counterparties;

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We have agreements with our derivative counterparties that contain a provision where if we either default or are capable of being declared in default on any of our indebtedness, then we could also be declared in default on our derivative obligations.

As of December 31, 2023, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $ 0.1 million.

If we had breached any of these provisions at December 31, 2023, we could have been required to settle our obligations under the agreements at their termination value of $ 0.1 million.

As of December 31, 2024, we did no t have derivatives in a net liability position.

As of December 31, 2024 and 2023, we had interest rate swaps and caps with an aggregate notional value of $ 664.0 million and $ 573.2 million, respectively.

The notional value does not represent exposure to credit, interest rate or market risks.

As of December 31, 2023, the fair values of our derivative instruments amounted to $ 11.8 million which is included in prepaid expenses and other assets, and ($ 0.1 million) which is included in accounts payable and accrued expenses on the consolidated balance sheet.

As of December 31, 2022, the fair value of our derivative instruments amounted to $ 17.9 million which is included in prepaid expenses and other assets on the consolidated balance sheet.

As of December 31, 2024, the fair values of our derivative instruments amounted to $ 13.1 million, which is included in prepaid expenses and other assets on the consolidated balance sheet.

As of December 31, 2023, the fair value of our derivative instruments in an asset position amounted to $ 11.8 million which is included in prepaid expenses and other assets, and $ 0.1 million in a liability position which is included in accounts payable and accrued expenses on the consolidated balance sheet.

These interest rate swaps have been designated as cash flow hedges and hedge the variability in future cash flows associated with our existing variable-rate term loan facilities.

Interest rate caps not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.

As of December 31, 2023 and 2022, our cash flow hedges are deemed highly effective and for the years ended December 31, 2023 and 2022, net unrealized gains (losses) of $( 2.2 ) million and $ 47.3 million, respectively, are reflected in the consolidated statements of comprehensive income (loss) relating to both active and terminated cash flow hedges of interest rate risk.

As of December 31, 2024, 2023 and 2022 our cash flow hedges are deemed highly effective and for the years ended December 31, 2024, 2023 and 2022 net unrealized gains (losses) of $ 6.7 million, $( 2.2 ) million and $ 47.3 million, respectively, are reflected in the consolidated statements of comprehensive income (loss) relating to both active and terminated cash flow hedges of interest rate risk.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the debt.

We estimate that $ 1.5 million net gain of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense within the next 12 months.

The table below summarizes the terms of agreement and the fair value of our derivative financial instruments as of December 31, 2023 and 2022 (dollar amounts in thousands):

December 31, 2023 December 31, 2022

The table below summarizes the terms of agreement and the fair value of our derivative financial instruments:

(amounts in thousands, except percentages) December 31, 2024 December 31, 2023

Derivative Notional Amount Receive Rate Pay Rate Effective Date Expiration Date Asset Liability Asset Liability

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Interest rate swap 107,500 SOFR OIS Compound 2.6280 % August 19, 2022 March 19, 2025 382 — 2,383 —

Interest rate cap 6,780 70 % of 1 Month SOFR

4.5000 % October 1, 2024 November 1, 2030 35 — — —

Interest rate cap 6,676 1 Month SOFR 5.5000 % October 1, 2024 November 1, 2030 81 — — —

Interest rate swap 47,500 1 Month SOFR 3.3090 % March 19, 2025 March 8, 2029 1,117 — — —

Interest rate swap 47,500 1 Month SOFR 3.3030 % March 19, 2025 March 8, 2029 1,124 — — —

$ 663,965 $ 13,098 $ — $ 11,800 $ ( 85 )

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on accumulated other comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021 (amounts in

Effects of Cash Flow Hedges December 31, 2023 December 31, 2022 December 31, 2021

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on accumulated other comprehensive income (loss):

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Amount of gain recognized in other comprehensive income (loss) $ 13,769 $ 5,581 $ 40,044

Amount of loss (gain) reclassified from accumulated other comprehensive income (loss) into interest expense 7,819 ( 7,230 ) ( 11,653 )

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands):

Effects of Cash Flow Hedges December 31, 2023 December 31, 2022 December 31, 2021

Total interest expense presented on the consolidated statements of income in which the effects of cash flow hedges are recorded $ ( 101,484 ) ( 101,206 ) ( 94,394 )

Amount of loss (gain) reclassified from accumulated other comprehensive income (loss) into interest expense 7,819 ( 7,230 ) ( 11,653 )

Amount of (gain) loss reclassified from accumulated other comprehensive income (loss) into interest expense ( 7,111 ) ( 7,819 ) 7,230

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the consolidated statements of operations:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 105,239 ) $ ( 101,484 ) $ ( 101,206 )

Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense 7,111 7,819 ( 7,230 )

Fair Valuation

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The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following tables summarize the carrying and estimated fair values of our financial instruments as of December 31, 2023 and 2022 (amounts in thousands):

The following tables summarize the carrying and estimated fair values of our financial instruments:

December 31, 2024

Carrying Value Estimated Fair Value

Total Level 1 Level 2 Level 3

(amounts in thousands) Total Level 1 Level 2 Level 3

Interest rate swaps included in prepaid expenses and other assets $ 13,098 $ 13,098 $ — $ 13,098 $ —

Interest rate swaps included in accounts payable and accrued expenses 85 85 — 85 —

Mortgage notes payable 692,176 618,378 — — 618,378

Senior unsecured notes - Series A, B, C, D, E, F, G and H 973,872 882,242 — — 882,242

Senior unsecured notes - Series A-K 1,197,061 1,116,149 — — 1,116,149

Unsecured term loan facilities 268,731 270,000 — — 270,000

Unsecured revolving credit facility 120,000 120,000 — — 120,000

December 31, 2023

Carrying Value Estimated Fair Value

Total Level 1 Level 2 Level 3

(amounts in thousands) Total Level 1 Level 2 Level 3

Interest rate swaps included in prepaid expenses and other assets $ 11,800 $ 11,800 $ — $ 11,800 $ —

Interest rate swaps included in accounts payable and accrued expenses 85 85 — 85 —

Mortgage notes payable 877,388 774,280 — — 774,280

Senior unsecured notes - Series A, B, C, D, E, F, G and H 973,659 865,292 — — 865,292

Senior unsecured notes - Series A-H 973,872 882,242 — — 882,242

Unsecured term loan facility 389,286 390,000 — — 390,000

The fair value of debt associated with property in receivership, which has a carrying value of $ 177.7 million as of December 31, 2024, and categorized as Level 3 of the fair value hierarchy, was $ 158.2 million as of December 31, 2024.

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of December 31, 2024 and 2023.

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We lease various commercial spaces to tenants over terms ranging from one to 30 years.

Certain leases have renewal options for additional terms.

The leases provide for base monthly rentals and reimbursements for real estate taxes, escalations linked to the consumer price index or common area maintenance known as operating expense escalation.

Operating expense reimbursements are reflected in our December 31, 2023, 2022 and 2021 consolidated statements of operations as rental revenue.

Certain leases have termination options for a fee and/or renewal options.

The leases provide for base monthly rentals and reimbursements for real estate taxes, escalations linked to the consumer price index or common area maintenance known as operating expense

Tenant expense reimbursements are reflected in our December 31, 2024, 2023 and 2022 consolidated statements of operations as rental revenue.

Rental revenue includes fixed and variable payments.

Fixed payments primarily relate to base rent and variable payments primarily relate to tenant expense reimbursements for certain property operating costs.

The components of rental revenue for the years ended December 31, 2023, 2022 and 2021 are as follows (amounts in thousands):

The components of rental revenue consisted of the following:

Year Ended December 31,

Rental revenue 2023 2022 2021

(amounts in thousands) 2024 2023 2022

Fixed payments $ 540,357 $ 529,965 $ 531,740

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Total rental revenue $ 614,596 $ 597,319 $ 591,048

As of December 31, 2023, we were entitled to the following future contractual minimum lease payments (excluding operating expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2040 (amounts in thousands):

As of December 31, 2024, we were entitled to the following future contractual minimum lease payments (excluding tenant expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2054 (amounts in thousands):

2025 $ 509,066

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We determine if an arrangement is a lease at inception.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets of $ 28.4 million and lease liabilities of $ 28.4 million in our consolidated balance sheets as of December 31, 2023.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets and lease liabilities of $ 28.2 million as of December 31, 2024 and right-of-use assets and lease liabilities of $ 28.4 million as of December 31, 2023 in our consolidated balance sheets.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

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We believe that the costs and related liabilities, if any, which may result from such actions will not materially affect our consolidated financial position, operating results or liquidity.

Violet Shuker Shasha Trust et al.

Malkin, Anthony E.

Malkin et al.

As previously disclosed, in October 2014, 12 former investors (the "Claimants") in Empire State Building Associates L.L.C.

(“ESBA”), which prior to the initial public offering of our Company (the "Offering"), owned the fee title to the Empire State Building, filed an arbitration with the American Arbitration Association against Peter L.

(“ESBA”), which prior to the Offering, owned the fee title to the Empire State Building, filed an arbitration with the American Arbitration Association against Peter L.

Malkin, Anthony E.

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Keltner, Jr., and our subsidiary ESRT MH Holdings LLC, the former supervisor of ESBA, (the "Respondents").

The statement of claim (also filed later in federal court in New York for the expressed purpose of tolling the statute of limitations) alleged breach of fiduciary duty and related claims in connection with the Offering and formation transactions and sought monetary damages and declaratory relief.

Claimants had opted out of a prior class action bringing similar claims that was settled with court approval.

The statement of claim (also filed later in federal court in New York for the expressed purpose of tolling the statute of limitations) alleged breach of fiduciary duty and related claims in connection with the initial public offering and formation transactions and sought monetary damages and declaratory relief.

Claimants had opted out of a prior class action bringing similar claims that were settled with court approval.

Respondents filed an answer and counterclaims.

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Arbitration hearings started in May 2016 and concluded in August 2018.

On August 26, 2020, the arbitration panel issued an award that denied all Claimants’ claims with one exception, on which it awarded Claimants approximately $ 1.2 million, inclusive of seven years of interest through October 2, 2020.

This amount was recorded as an IPO litigation expense in the consolidated statement of operations for the year ended December 31, 2020.

On August 26, 2020, the arbitration panel issued an award that denied all Claimants’ claims with one exception, on which it awarded the Claimants approximately $ 1.2 million, inclusive of seven years of interest through October 2, 2020.

This amount was recorded as an Offering litigation expense in the consolidated statement of operations for the year ended December 31, 2020.

Respondents believe that such award in favor of the Claimants is entirely without merit and sought to vacate that portion of the award.

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On July 31, 2023, the New York State court denied the Respondents’ petition to vacate in part and confirmed the award.

On January 22, 2024, that court entered judgment in favor of the Claimants (save for one Claimant, whose petition to confirm is still pending in New York state court) in an amount of approximately $ 1.26 million, inclusive of interest.

On January 22, 2024, that court entered judgment in favor of the Claimants (save for one Claimant, whose petition to confirm was granted in a separate proceeding on July 22, 2024) in an amount of approximately $ 1.3 million, inclusive of interest.

The Respondents believe those rulings are incorrect and have appealed them.

In addition, certain of the Claimants in the federal court action brought to toll the statute of limitations sought to pursue claims in that case against Respondents.

In addition, certain of the Claimants in the federal court action brought to toll the statute of limitations and sought to pursue claims in that case against the Respondents.

Respondents believe that any such claims are meritless.

The magistrate judge assigned to the action issued a Report and Recommendation rejecting Claimants’ claims;

the district judge will decide whether to adopt the Report and Recommendation.

The magistrate judge assigned to the action has issued a Report and Recommendation rejecting Claimants’ claims;

on January 30, 2025, the district judge adopted that Report and Recommendation and dismissed the case.

Pursuant to indemnification agreements which were made with our directors, executive officers and chairman emeritus as part of our formation transactions, Anthony E.

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Unfunded Capital Expenditures

At December 31, 2023, we estimate that we will incur approximately $ 101.2 million of capital expenditures

(including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements.

We expect to fund these capital expenditures with operating cash flow, cash on hand and other borrowings.

At December 31, 2024 , we estimate that we will incur approximately $ 130.8 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements.

We expect to fund

these capital expenditures with operating cash flow, cash on hand and other borrowings.

Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.

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For the year ended December 31, 2024, other than four tenants who accounted fo r 7.3 %, 3.5 %, 2.3 %, and 2.0 % of rental revenues, no other tenant in our portfolio accounted for more than 2.0% of rental revenues.

For the year ended December 31, 2022, other than two tenants who accounted fo r 6.4 % and 2.0 % of rental revenues, no other tenant in our portfolio accounted for more than 2.0% of rental revenues.

For the year ended December 31, 2021, other than four tenants who accounted for 4.6 %, 3.3 %, 2.8 % and 2.1 % of rental revenues, no other tenant in our commercial portfolio accounted for more than 2.0% of rental revenues.

For the year ended December 31, 2023, other than four tenants who accounted fo r 6.8 %, 2.5 %, 2.1 %, and 2.1 % of rental revenues, no other tenant in our portfolio accounted for more than 2.0% of rental revenues.

For the year ended December 31, 2022, other than two tenants who accounted for 6.4 % and 2.0 % of rental revenues, no other tenant in our portfolio accounted for more than 2.0% of rental revenues.

For the years ended December 31, 2024, 2023 and 2022, the three properties listed below each exceeded 10% of total rental revenues.

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Under various federal, state and/or local laws, ordinances and regulations, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or release of hazardous substances, waste, or petroleum products at, on, in, under or from such property, including costs for investigation or remediation, natural resource damages, or third-party liability for personal injury or property damage.

These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such materials, and the liability may be joint and several.

We also may be liable for the costs of remediating contamination at off-site disposal or treatment facilities when we arrange for disposal or treatment of hazardous substances at such facilities, without regard to whether we comply with environmental laws in doing so.

Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property or adjacent properties for commercial, industrial or other purposes.

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We believe any expenses incurred to close out and comply with the remediation program and consent order, respectively, will be immaterial to the results of our operations.

Our property situated at 500 Mamaroneck Avenue in Harrison, New York was the subject of a voluntary remedial action work cleanup plan under an agreement with the New York State Department of Environmental Conservation, but we sold this property in April 2023 and the obligations have been transferred to the buyer.

Refer to Note 3 Acquisitions and Dispositions.

In addition, our properties are subject to various federal, state and local environmental and health and safety laws and regulations.

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Moreover, changes in laws could increase the potential costs of compliance with such laws and regulations or increase liability for noncompliance.

This may result in significant unanticipated expenditures.

We sometimes require our tenants to comply with environmental and health and safety laws and regulations and to indemnify us for any related liabilities in our leases with them.

But in the event of the bankruptcy or inability of any of our tenants to satisfy such obligations, we may be required to satisfy such obligations.

We are not presently aware of any instances of material non-compliance with environmental or health and safety laws or regulations at our properties, and we believe that we and/or our tenants have all material permits and approvals necessary under current laws and regulations to operate our properties.

We do not believe we have any instances of material non-compliance with environmental or health and safety laws or regulations at our properties, and we believe that we and/or our tenants have all material permits and approvals necessary under current laws and regulations to operate our properties.

In addition, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs.

In particular, as the owner of large commercial buildings in New York City, we are subject to Local Law 97 passed by the New York City Council in April 2019, which for each such building establishes annual limits for greenhouse gas emissions, requires yearly emissions reports beginning in May 2025, and imposes penalties for emissions above such limits.

Based upon our present understanding of the law and calculations related thereto, we expect to pay no fine on any building in our commercial portfolio in the 2024-2029 first period of enforcement.

In particular, as the owner of large commercial and multifamily buildings in New York City, we are subject to Local Law 97 passed by the New York City Council in April 2019, which for each such covered building establishes annual limits for greenhouse gas emissions, requires yearly emissions reports beginning in May 2025 for calendar year 2024 performance, and imposes penalties for emissions above such limits.

Based upon our present understanding of the law and calculations related thereto, we expect to pay no Local Law 97 fine on any covered building in our portfolio in the 2024-2029 period of enforcement.

As the owner or operator of real property, we may also incur liability based on various building conditions.

For example, environmental site assessments and investigations have identified asbestos or asbestos-containing material ("ACM") in certain of our properties, and it is possible that other properties that we currently own or operate or those we acquire or operate in the future contain, may contain, or may have contained ACM.

For example, environmental site assessments have identified asbestos or asbestos-containing material (“ACM”) in certain of our properties, and it is possible that other properties that we currently own or operate or acquire in the future contain ACM.

Environmental and health and safety laws require that ACM be properly managed and maintained and may impose fines or penalties on owners, operators or employers for non-compliance with those requirements.

These requirements include special precautions, such as removal, abatement or air monitoring, if ACM would be disturbed during maintenance, redevelopment or demolition of a building, potentially resulting in substantial costs.

In addition, we may be subject to liability for personal injury or property damage sustained as a result of releases of ACM into the environment.

We are not presently aware of any material liabilities related to building conditions, including any instances of material non-compliance with asbestos requirements or any material liabilities related to asbestos.

Our properties may contain or develop harmful mold or suffer from other indoor air quality issues, which could lead to liability for adverse health effects or property damage or costs for remediation.

We do not believe we have any material liabilities related to building conditions, including any instances of material non-compliance with asbestos requirements or any material liabilities related to asbestos.

Our properties may contain or develop harmful mold or suffer from other indoor air quality or water quality issues, which could lead to liability for adverse health effects or property damage or costs for remediation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.

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Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.

As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation.

In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs.

We are not presently aware of any material adverse indoor air quality issues at our properties.

As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne or waterborne contaminants from the affected property or increase indoor ventilation or flush and treat water systems.

In addition, the presence of significant mold or other airborne or waterborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs.

We do not believe we have any material adverse indoor air quality or water quality issues at our properties.

As of December 31, 2024, with the exception of the Westport assets, management believes that there are no obligations related to environmental remediation other than maintaining the affected sites in conformity with the relevant authority’s mandates and filing the required documents.

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This Pension Plan is administered by a joint board of trustees consisting of union trustees and employer trustees and operates under employer identification number 13-1879376.

The Pension Plan year runs from July 1 to

The Pension Plan year runs from July 1 to June 30.

Employers contribute to the Pension Plan at a fixed rate on behalf of each covered employee.

Separate actuarial information regarding such pension plans is not made available to the contributing employers by the union administrators or trustees, since the plans do not maintain separate records for each reporting unit.

On September 28, 2021, the actuary certified that for the plan year beginning July 1, 2021, the Pension Plan was in critical status under the Pension Protection Act of 2006.

The Pension Plan trustees adopted a rehabilitation plan consistent with this requirement.

However, on September 28, 2022 and September 28, 2023, the actuary certified that for the plan year beginning July 1, 2022 and July 1, 2023, respectively, the Pension Plan was in endangered status under the Pension Protection Act of 2006.

On September 12, 2024, the actuary certified that for the plan year beginning July 1, 2024, the Pension Plan was in neither critical or endangered status under the Pension

Protection Act of 2006.

On September 28, 2023 and September 28, 2022, the actuary certified that for the plan year beginning July 1, 2023 and July 1, 2022, respectively, the Pension Plan was in endangered status under the Pension Protection Act of 2006.

The Pension Plan trustees adopted a funding improvement plan consistent with this requirement.

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Contributions we made to the multi-employer plans for the years ended December 31, 2024, 2023 and 2022 are included in the table below (amounts in thousands):

For the Year Ended December 31,

Year Ended December 31,

Benefit Plan 2024 2023 2022

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Health Plans (2)

Other*** 434 460 305

8,636 8,812 8,618

Total plan contributions

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Other includes $ 0.3 million, $ 0.3 million and $ 0.2 million for the years ended 2024 , 2023 and 2022 , respectively, in connection with other multiemployer plans not discussed above.

The increase in plan contributions in 2023 is mainly due to higher payroll levels with the increased building utilization at our various properties.

The decrease in plan contributions in 2024 is mainly due to negotiated union fee credit received in 2024 and the disposition of First Stamford Place in Stamford, Connecticut.

Benefit plan contributions are included in operating expenses in our consolidated statements of operations.

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ESRT has two classes of common stock as a means to give its OP Unit holders voting rights in the public company that correspond to their economic interest in the combined entity.

A one-time option was created at our formation transactions for any pre-IPO OP Unit holder to exchange one OP Unit out of every 50 OP Units they owned for one Class B share, and such Class B share carries 50 votes per share.

option was created at our formation transactions for any pre-IPO OP Unit holder to exchange one OP Unit out of every 50 OP Units they owned for one Class B share, and such Class B share carries 50 votes per share.

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

ESRT's Board of Directors authorized the repurchase of up to $ 500 million of ESRT Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units from January 1, 2022 through December 31, 2023.

Upon expiration of this program, ESRT's Board of Directors authorized the repurchase of up to $ 500 million of ESRT's Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units during the period from January 1, 2024 through December 31, 2025.

ESRT's Board of Directors authorized the repurchase of up to $ 500.0 million of ESRT Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2024 through December 31, 2025.

Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions.

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The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT's and our discretion without prior notice.

At December 31, 2023, we had used approximately $ 103.3 million of the authorized repurchase amount for the 2022-2023 period.

The following table summarizes our purchases of equity securities for the year ended December 31, 2023 under the previous repurchase program.

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Approximate Dollar Value Available for Future Purchases

Year ended December 31, 2023 2,150,857 $ 6.09 2,150,857 $ 500,000,000 (a)

(a) Represents the new board authorization for the January 1, 2024 - December 31, 2025 period.

As of the date of this filing, we have used $ 0 of such $ 500 million authorization.

As of December 31, 2024, we had $ 500.0 million remaining of the authorized repurchase amount.

There were no repurchases of equity securities during the year ended December 31, 2024.

The following table summarizes our purchases of equity securities for the year ended December 31, 2024.

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Approximate Dollar Value Available for Future Purchase

Year ended December 31, 2024 — $ — — $ 500,000,000

Private Perpetual Preferred Units

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June 15, 2022 June 30, 2022 $ 0.035

March 15, 2022 March 31, 2022 $ 0.035

Total distributions paid to OP unitholders and Preferred unitholders during 2024, 2023 and 2022 totaled $ 42.5 million, $ 41.3 million and $ 42.8 million, respectively.

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Empire State Realty OP, L.P.

2019 Equity Incentive Plan (“2019 Plan”) was approved by our shareholders.

2024 Equity Incentive Plan (the “2024 Plan”) was approved by ESRT shareholders.

The 2024 Plan provides for grants to directors, employees and consultants of our Company and Operating Partnership, including options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalents and other equity-based awards, and replaced the First Amended and Restated Empire State Realty Trust, Inc.

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2019 Equity Incentive Plan ("2019 Plan", and collectively with the 2024 Plan, the "Plans").

The shares of Class A common stock underlying any awards under the 2019 Plan and the 2013 Plan that are forfeited, canceled or otherwise terminated, other than by exercise, will be added back to the shares of Class A common stock available for issuance under the 2019 Plan.

Shares tendered or held back upon exercise of a stock option or settlement of an award under the 2019 Plan or the 2013 Plan to cover the exercise price or tax withholding and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of Class A common stock available for issuance under the 2019 Plan.

The shares of Class A common stock underlying any awards under the Plans that are forfeited, canceled or otherwise terminated, other than by exercise, will be added back to the shares of Class A common stock available for issuance under the 2024 Plan.

Shares tendered or held back upon exercise of a stock option or settlement of an award under the Plans to cover the exercise price or tax withholding and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of Class A common stock available for issuance under the 2024 Plan.

In addition, shares of Class A common stock repurchased on the open market will not be added back to the shares of Class A common stock available for issuance under the 2024 Plan.

An aggregate of approximately 11.0 million shares of our common stock was authorized for issuance under awards granted pursuant to the 2019 Plan, and as of December 31, 2023, approximately 4.2 million shares of common stock remain available for future issuance under the Plans.

An aggregate of 11.0 million shares of ESRT common stock was authorized for issuance under awards granted pursuant to the 2024 Plan, and as of December 31, 2024, approximately 10.9 million shares of common stock remain available for future issuance.

Long-term incentive plan ("LTIP") units are a special class of partnership interests in the Operating Partnership.

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Market and performance-based LTIPs receive 10 % of such distributions currently, unless and until such LTIP units are earned based on performance, at which time they will receive the accrued and unpaid 90 % and will commence receiving 100 % of such distributions thereafter.

In March 2023, we made grants of LTIP units to executive officers under the 2019 Plan, including a total of 552,412 LTIP units that are subject to time-based vesting, 834,456 LTIP units that are subject to market-based vesting and 679,969 units

that are subject to performance-based vesting with fair market values of $ 3.2 million, $ 3.9 million and $ 3.9 million, respectively.

In March 2024, we made grants of LTIP units to executive officers under the 2019 Plan, including a total of 1,191,241 LTIP units that are subject to time-based vesting, 891,213 LTIP units that are subject to market-based vesting and 689,500 units that are subject to performance-based vesting with fair market values of $ 9.7 million, $ 5.4 million and $ 5.4 million, respectively.

In March 2024, we made grants of LTIP units and restricted stock to certain other employees under the 2019 Plan, including a total of 130,016 LTIP units and 259,927 shares of restricted stock that are subject to time-based vesting, 118,919 LTIP units that are subject to market-based vesting and 91,901 LTIP units that are subject to performance-based vesting, with fair market values of $ 1.2 million and $ 2.6 million, respectively, for the time-based vesting awards, $ 0.9 million for the market-based vesting awards and $ 0.9 million for the performance-based vesting awards.

The awards subject to time-based vesting vest ratably over four years , subject generally to the grantee's continued employment, with the first installment vesting on January 1, 2024.

The vesting of the LTIP units subject to market-based vesting is based on the achievement of relative total stockholder return hurdles over a three -year performance period, commencing on January 1, 2023.

The vesting of the LTIP units subject to performance-based vesting is based on the achievement of (i) operational metrics over a one -year performance period, subject to a three -year absolute TSR modifier, and (ii) environmental, social and governance metrics over a three -year performance period, in each case, commencing on January 1, 2023.

Following the completion of the respective performance periods, our Compensation and Human Capital Committee will determine the number of LTIP units to which the grantee is entitled based on our performance relative to the performance hurdles set forth in the LTIP unit award agreements the grantee entered in connection with the award grant.

These LTIP units then vest in two equal installments, on January 1, 2025 and December 31, 2026, subject generally to the grantee's continued employment on those dates.

In March 2023, we also made one-time additional grants of LTIP units to certain non-executive employees under the 2019 Plan.

At such time, we granted to certain other employees a total of 152,542 LTIP units that are subject to time-based vesting, with a fair market value of $ 1.0 million that vest over four and five year periods.

In 2023, our named executive officers could elect to receive their annual incentive bonus in any combination of (i) cash or vested LTIPs at the face amount of such bonus or (ii) time-vesting LTIPs which would vest over three years , subject to continued employment, at a premium over such face amount ( 120 % for awards granted in 2021, 2022, and 2023;

125 % for years prior to 2021).

In March 2023, we made grants of LTIP units to executive officers under the 2019 Plan in connection with the 2022 bonus election program.

We granted to executive officers a total of 521,571 LTIP units that are subject to time-based vesting with a fair market value of $ 3.0 million.

Of these LTIP units, 446,376 LTIP units vest ratably over three years from January 1, 2023, subject generally to the grantee's continued employment.

The first installment vests on January 1, 2024, and the remainder will vest thereafter in two equal annual installments on January 1, 2025 and January 1, 2026.

We also granted to our retired general counsel 75,195 LTIP units that vested immediately on the grant date.

Annually, we make grants of LTIP units to our non-employee directors under the 2019 Plan.

In May 2023, each of our directors received 60 % of their $ 200,000 annual base retainer in the form of equity vesting ratably over four years , and could elect to receive the remaining 40 % of such base retainer in (i) cash at the face value of the award, (ii) immediately vesting equity at the face value of the award, or (iii) equity vesting ratably over three years at 120 % of the face amount.

Each director could elect to receive any equity portion of the base retainer in either (i) LTIP units or (ii) restricted shares of our Class A common stock.

In accordance with each director's election, in May 2023, we granted a total of 237,856 LTIP units that are subject to time-based vesting with fair market values of $ 1.2 million.

The LTIP units vest ratably over three or four years from the date of the grant, based on grantee election, subject generally to the director's continued service on ESRT's Board of Directors.

During July 2023, we granted our two new directors, Christina Van Tassell and Hannah Yang, a total of 27,000 LTIP units which are subject to time-based vesting with a combined fair market value of $ 0.2 million.

One-fourth of the units will vest on May 12, 2024, and the remainder shall vest in substantially equal installments on each subsequent anniversary for a period of three years thereafter.

The awards subject to time-based vesting vest ratably over a period of years, subject generally to the grantee's continued employment.

The vesting of the LTIP units subject to market-based vesting is based on the achievement of relative total stockholder return hurdles over a three-year performance period.

The vesting of the LTIP units subject to performance-based vesting is based on the achievement of (i) operational metrics over a one-year performance period, subject to a three-year absolute TSR modifier, and (ii) environmental, social and governance ("ESG") metrics over a three-year performance period.

During the second quarter of 2024, we made grants of 27,473 LTIP units to an employee that are subject to performance-based vesting with a fair market value of $ 0.3 million and 164,112 LTIP units to our non-employee directors that are subject to time-based vesting with fair market values of $ 1.5 million.

Share-based compensation for time-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the shorter of (i) the stated vesting period, which is generally three , four or five years , or (ii) the period from the date of grant to the date the employee becomes retirement eligible, which may occur upon grant.

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Share-based compensation for market-based equity awards and performance-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over three or four years .

Additionally, for the performance-based equity awards, we assess, at each reporting period, whether it is probable that the performance conditions will be satisfied.

Additionally, for the performance-based equity awards, we assess, at each

reporting period, whether it is probable that the performance conditions will be satisfied.

We recognize expense respective to the number of awards we expect to vest at the conclusion of the measurement period.

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For restricted stock awards, the fair value of the awards are based on the market price of ESRT stock at the grant date.

LTIP units and ESRT restricted stock issued during the year ended December 31, 2023, 2022 and 2021 were valued at $ 21.7 million, $ 22.4 million and $ 20.0 million, respectively.

LTIP units and restricted stock issued during the year ended December 31, 2024, 2023 and 2022 were valued at $ 27.8 million, $ 21.7 million and $ 22.4 million, respectively.

The weighted-average per unit or share fair value was $ 7.81 , $ 5.67 and $ 7.21 for grants issued in 2024, 2023 and 2022, respectively.

The fair value per unit or share granted in 2023 was estimated on the respective dates of grant using the following assumptions:

an expected life from 2.0 to 5.3 years, a dividend rate of 1.7 %, a risk-free interest rate from 4.4 % to 5.0 %, and an expected price volatility from 35.0 % to 46.0 %.

The fair value per unit or share granted in 2022 was estimated on the respective dates of grant using the following assumptions:

an expected life from 2.0 to 5.3 years, a dividend rate of 2.0 %, a risk-free interest rate from 1.4 % to 2.0 %, and an expected price volatility from 37.0 % to 53.0 %.

The fair value per unit or share granted in 2021 was estimated on the respective dates of grant using the following assumptions:

an expected life from 2.0 to 5.3 years, a dividend rate of 2.60 %, a risk-free interest rate from 0.12 % to 0.32 %, and an expected price volatility from 36.0 % to 53.0 %.

The fair value per unit or share granted during the years ended December 31, 2024, 2023 and 2022 was estimated on the respective grant dates using the following assumptions:

2024 2023 2022

Expected life 2.0 to 5.3 years

2.0 to 5.3 years

Dividend rate 1.6 %

Risk-free interest rate 4.4 % - 5.1 %

4.4 % - 5.0 %

1.4 % - 2.0 %

Expected price volatility 37.0 % - 48.0 %

35.0 % - 46.0 %

37.0 % - 53.0 %

No other stock options, dividend equivalents, or stock appreciation rights were issued or outstanding in 2024, 2023 and 2022.

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Unrecognized compensation expense was $ 12.3 million at December 31, 2024, which will be recognized over a weighted average period of 2.1 years.

For the remainder of the LTIP unit awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized $ 17.2 million, $ 18.7 million and $ 19.0 million in noncash compensation expense for the years ended December 31, 2023, 2022 and 2021, respectively.

For the remainder of the LTIP unit awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized $ 16.6 million, $ 17.2 million and $ 18.7 million in noncash compensation expense for

the years ended December 31, 2024, 2023 and 2022, respectively.

Unrecognized compensation expense was $ 19.8 million at December 31, 2024, which will be recognized over a weighted average period of 2.2 years.

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Earnings per unit is calculated by dividing the net income attributable to common unitholders by the weighted average number of units outstanding during the respective period.

Unvested share-based payment awards that contain non-forfeitable

rights to dividends, whether paid or unpaid, are accounted for as participating securities.

Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities.

Share-based payment awards are included in the calculation of diluted income using the treasury stock method if dilutive.

Earnings per unit for the years ended December 31, 2023, 2022 and 2021 is computed as follows (amounts in thousands, except per share amounts):

For the Year Ended December 31,

Earnings per unit is computed as follows:

Year Ended December 31,

(amounts in thousands, except per unit amounts)

2024 2023 2022

Net income (loss) $ 84,407 $ 63,212 $ ( 13,037 )

Numerator - Basic:

Net income $ 80,359 $ 84,407 $ 63,212

Private perpetual preferred unit distributions ( 4,201 ) ( 4,201 ) ( 4,201 )

Net (income) loss attributable to non-controlling interests in other partnerships ( 4 ) ( 68 ) 243

Earnings allocated to unvested shares — — ( 340 )

Net income (loss) attributable to common unitholders - basic and diluted $ 80,138 $ 59,254 $ ( 17,578 )

Net income attributable to common unitholders - basic and diluted $ 76,154 $ 80,138 $ 59,254

Numerator - Diluted:

Net income $ 80,359 $ 84,407 $ 63,212

Preferred unit distributions ( 4,201 ) ( 4,201 ) ( 4,201 )

Net (income) loss attributable to non-controlling interests Fetner only ( 4 ) ( 68 ) 243

Earnings allocated to unvested shares and LTIP units — — —

Net income attributable to common stockholders - diluted $ 76,154 $ 80,138 $ 59,254

Weighted average units outstanding - basic 264,706 263,226 268,337

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Weighted average shares outstanding - diluted 269,019 265,633 269,948

Earnings per unit - basic and diluted $ 0.30 $ 0.22 $ ( 0.06 )

There were zero antidilutive shares for the years ended December 31, 2023 and 2022, respectively.

There were 1,052,390 antidilutive shares for the year ended December 31, 2021.

Earnings per share - basic $ 0.29 $ 0.30 $ 0.22

Earnings per share - diluted $ 0.28 $ 0.30 $ 0.22

There were zero antidilutive shares for the years ended December 31, 2024, 2023 and 2022 .

Related Party Transactions

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In connection with the Westport Transaction, we advanced a loan to the buyer to facilitate closing with a maximum principal amount of up to $ 1.0 million, which bore interest at SOFR plus 3.5 % and required repayment of principal to the extent of available cash flow of the property.

As of December 31, 2023, the loan has been fully paid.

The Company has a written Related Party Transactions Policy (the “Policy”) which requires the Nominating and Corporate Governance Committee to review the material facts of all related party transactions and consider all relevant factors in approving any related party transaction.

As of December 31, 2023, the loan was fully paid.

in approving any related party transaction.

Further, the Policy provides that a director or executive officer shall not participate in any consideration, discussion or approval of such related party transaction in which he or she is a related party.

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The independent members of the Nominating and Corporate Governance Committee conducted an independent review under the guidance of outside counsel and then approved the transaction.

The Company reviewed with outside counsel best

practices for the specific Westport Transaction and took additional precautions to ensure an arms-length process.

The Company reviewed with outside counsel best practices for the specific Westport Transaction and took additional precautions to ensure an arms-length process.

There were separate counsels and appraisals for both buyer and seller.

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Malkin that is intended to protect to a limited extent the Malkin Group and an additional third-party investor in Metro Center (who was one of the original landowners and was involved in the development of the property) against certain tax consequences arising from a transaction involving one of four properties, which we refer to in this section as the protected assets.

First, this agreement provides that we will not sell, exchange, transfer or otherwise dispose of such protected assets, or any interest in a protected asset, until (i) October 7, 2025, with respect to certain of the North 6th Street Collection properties (which are "substituted basis properties" as contemplated by the tax protection agreement for First Stamford Place, which was disposed of subsequent to year end in February 2025) and (ii) the later of (x) October 7, 2021 and (y) the death of both Peter L.

Malkin and Isabel W.

Malkin, who are 90 and 87 years old, respectively, for the three other protected assets, Metro Center, 298 Mulberry Street (“substituted basis property” as contemplated by the tax protection agreement for 10 Bank Street, which was sold on December 7, 2022) and 1542 Third Avenue, unless:

Malkin, who are 91 and 88 years old, respectively, for the three other protected assets, Metro Center, 298 Mulberry Street (which is the “substituted basis property” for 10 Bank Street, which was sold in December 2022) and 1542 Third Avenue, unless:

(1) Anthony E.

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A deficit restoration obligation is a continuing investor’s obligation, under certain circumstances, to contribute a designated amount of capital to us upon our liquidation in the event that our assets are insufficient to repay our liabilities.

Because we expect that we will at all times have sufficient liabilities to allow us to meet our obligations to allocate liabilities to our partners that are protected parties under the tax protection agreement, our indemnification obligation with respect to “certain tax liabilities” would generally arise only in the event that we dispose in a taxable transaction of a protected asset within the period specified above in a taxable transaction.

respect to “certain tax liabilities” would generally arise only in the event that we dispose in a taxable transaction of a protected asset within the period specified above in a taxable transaction.

In the event of such a disposition, the amount of our indemnification obligation would depend on several factors, including the amount of “built-in gain,” if any, recognized and allocated to the indemnified partners with respect to such disposition and the effective tax rate to be applied to such gain at the time of such disposition.

Our disposition of the 10 Bank Street asset on December 7, 2022 did not trigger any obligation of payment pursuant to the tax protection agreement.

Our disposition of the First Stamford Place asset subsequent to year end on February 5, 2025 is not expected to trigger any obligation of payment pursuant to the tax protection agreement.

Our partnership agreement requires that allocations with respect to such acquired property be made in a manner consistent with Section 704(c) of the Code.

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Employment Agreement and Change in Control Severance Agreements

ESRT entered into an employment agreement with Anthony E.

Malkin, which provides for salary, bonuses and other benefits, including among other things, severance benefits upon a termination of employment under certain circumstances and the issuance of equity awards.

ESRT entered into employment agreements with Anthony E.

Malkin and Christina Chiu, which provide for salary, bonuses and other benefits, including among other things, severance benefits upon a termination of employment under certain circumstances and the issuance of equity awards.

In addition, ESRT entered into change in control severance agreements with Thomas P.

Durels and Christina Chiu.

Durels and Stephen V.

Indemnification of Our Directors and Officers

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Malkin and Peter L.

Malkin control the general partners or managers of, the entities that own interests in seven multi-family properties and five net leased retail properties, (including one single tenant retail property in Greenwich, Connecticut).

Malkin control the general partners or managers of, the entities that own interests in seven multi-family properties and four net leased retail properties, (including one single tenant retail property in Greenwich, Connecticut).

The Malkin Group also owns non-controlling interests in one Manhattan office property, two Manhattan retail properties and several retail properties outside of Manhattan, none of which were contributed to us in the formation transactions, and two retail properties in Westport, Connecticut acquired from ESRT in February 2023 (see Sale of Westport Retail Properties above).

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We earned asset management (supervisory) and service fees from excluded properties and businesses of $ 0.8 million, $ 0.9 million and $ 1.0 million during the years ended December 31, 2024, 2023 and 2022, respectively.

We earned property management fees from excluded properties of $ 0.3 million, $ 0.3 million and $ 0.2 million during the years ended December 31, 2023, 2022 and 2021, respectively.

We earned property management fees from excluded properties of $ 0.3 million during each of the years ended December 31, 2024, 2023 and 2022.

We receive rent generally at market rental rate for 5,447 square feet of leased space from entities affiliated with Anthony E.

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Total aggregate revenue was $ 0.3 million, $ 0.2 million and $ 0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Holdings TRS and Observatory TRS are taxable entities and their consolidated provision for income taxes consisted of the following for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands):

For the Year Ended December 31,

2023 2022 2021

One of our directors, Hannah Yang, is sister to Heela Yang, who is Founder and Chief Executive Officer of Sol de Janeiro USA, a tenant at One Grand Central Place — the lease is projected to commence in the first quarter of 2025 with a starting annualized rent of $ 3.5 million.

Sol de Janeiro is a subsidiary of L’Occitane, a tenant at 111 W.

33 rd Street.

Holdings TRS and Observatory TRS are taxable entities and their consolidated provision for income taxes consisted of the following:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Federal $ ( 1,044 ) $ ( 783 ) $ ( 319 )

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Total deferred ( 276 ) ( 1,237 ) ( 1,000 )

Income tax (expense) benefit $ ( 2,715 ) $ ( 1,546 ) $ 1,734

Income tax expense $ ( 2,688 ) $ ( 2,715 ) $ ( 1,546 )

As of December 31, 2024, Empire State Realty Trust, Inc.

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Other limitations may apply to ESRT’s ability to use its NOL to offset taxable income.

As of December 31, 2023, the Observatory TRS had a federal income tax receivable of $ 2.5 million.

This receivable reflects an anticipated refund resulting from the carryback of 2020 NOL to previous tax years.

The Observatory TRS has $ 1.5 million of federal NOL carryforward that may be used to offset future taxable income, if any.

The federal NOL may be carried forward indefinitely.

We measure deferred tax assets using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid.

The effective income tax rate is 34.3 %, 44.5 % and 33.6 % for the years ended December 31, 2024, 2023 and 2022, respectively.

The actual tax provision differed from that computed at the federal statutory corporate rate as follows (amounts in thousands):

For the Year Ended December 31,

2023 2022 2021

Federal tax benefit (expense) at statutory rate $ ( 1,494 ) $ ( 583 ) $ 940

State income tax benefit (expense), net of federal benefit ( 1,221 ) ( 963 ) 794

Income tax (expense) benefit $ ( 2,715 ) $ ( 1,546 ) $ 1,734

The income tax effects of temporary differences that give rise to deferred tax assets are presented below as of December 31, 2023, 2022 and 2021 (amounts in thousands):

2023 2022 2021

The actual tax provision differed from that computed at the federal statutory corporate rate as follows:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Federal tax expense at statutory rate $ ( 1,341 ) $ ( 1,494 ) $ ( 583 )

State income tax expense, net of federal benefit ( 1,347 ) ( 1,221 ) ( 963 )

Income tax expense $ ( 2,688 ) $ ( 2,715 ) $ ( 1,546 )

The income tax effects of temporary differences that give rise to deferred tax assets are presented below as of December 31, 2024 and 2023:

(amounts in thousands) 2024 2023

Deferred tax assets:

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Deferred tax assets at December 31, 2024 and 2023 are included in prepaid expenses and other assets on the consolidated balance sheets.

The deferred tax assets at December 31, 2023 are mainly attributable to a timing difference in recognizing income on unredeemed Observatory admission tickets and the inclusion of the Federal net operating loss to be carried forward and utilized during income years indefinitely.

The deferred tax assets at December 31, 2024 are mainly attributable to a timing difference in recognizing income on unredeemed Observatory admission tickets.

No valuation allowance has been recorded against the deferred tax asset because the Company believes it is more likely than not that the deferred tax asset will be realized.

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Segment Reporting

We have identified two reportable segments:

The Company's operating segments are based on our method of internal reporting and include our office properties, retail portfolio, multifamily portfolio, and the Observatory.

These operating segments have been aggregated for reporting into two reportable segments:

(1) real estate and (2) Observatory.

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We account for intersegment sales and rents as if the sales or rents were to third parties, that is, at current market prices.

The following tables provide components of segment profit for each segment for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands):

Our Chief Executive Officer, who also serves as our CODM, manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources.

The CODM uses Net Operating Income ("NOI") to review actual performance and decide whether to invest in capital expenditures, pursue acquisitions and/or dispositions, determine dividend payments, and/or engage in other capital transactions.

Our CODM does not evaluate operating segments using asset or liability information.

The following tables provide components of segment profit for each segment:

Year Ended December 31, 2024

(amounts in thousands)

Real Estate Observatory Intersegment Elimination Total

Rental revenue $ 597,319 $ — $ — $ 597,319

Revenue, excluding third-party management and other fees $ 630,376 $ 136,377 $ — $ 766,753

Intercompany rental revenue 83,477 — ( 83,477 ) —

Observatory revenue — 129,366 — 129,366

Lease termination fees — — — —

Third-party management and other fees 1,351 — — 1,351

Other revenue and fees 11,536 — — 11,536

Total revenues 713,853 136,377 ( 83,477 ) 766,753

Operating expenses:

Segment operating expenses:

Property operating expenses 179,175 — — 179,175

Intercompany rent expense — 80,514 ( 80,514 ) —

Ground rent expenses 9,326 — — 9,326

General and administrative expenses 63,939 — — 63,939

Observatory expenses — 36,834 — 36,834

Real estate taxes 127,101 — — 127,101

Depreciation and amortization 189,762 149 — 189,911

Total operating expenses 557,452 115,928 ( 80,514 ) 592,866

Total operating income 133,268 13,438 — 146,706

Other income (expense):

Interest income 14,936 200 — 15,136

Interest expense ( 101,484 ) — — ( 101,484 )

Gain on sale/disposition of properties 26,764 — — 26,764

Income before income taxes 73,484 13,638 — 87,122

Income tax expense ( 552 ) ( 2,163 ) — ( 2,715 )

Net income $ 72,932 $ 11,475 $ — $ 84,407

Other segment expenses 1

138,152 83,477 ( 83,477 ) 138,152

Total segment operating expenses 317,327 120,311 ( 83,477 ) 354,161

Net operating income 396,526 16,066 — 412,592

Segment assets $ 4,242,953 $ 267,334 $ — $ 4,510,287

Expenditures for segment assets $ 169,044 $ 111 $ — $ 169,155

(1) Other segment expenses include real estate taxes, ground rent expense and intercompany rent expense.

Year Ended December 31, 2023

(amounts in thousands)

Real Estate Observatory Intersegment Elimination Total

Rental revenue $ 591,048 $ — $ — $ 591,048

Revenue, excluding third-party management and other fees $ 608,855 $ 129,366 $ — $ 738,221

Intercompany rental revenue 80,514 — ( 80,514 ) —

Observatory revenue — 105,978 — 105,978

Lease termination fees 20,032 — — 20,032

Third-party management and other fees 1,361 — — 1,361

Other revenue and fees 8,622 — — 8,622

Total revenues 689,369 129,366 ( 80,514 ) 738,221

Operating expenses:

Segment operating expenses:

Property operating expenses 167,324 — — 167,324

Intercompany rent expense — 65,005 ( 65,005 ) —

Ground rent expenses 9,326 — — 9,326

General and administrative expenses 61,765 — — 61,765

Observatory expenses — 35,265 — 35,265

Real estate taxes 123,057 — — 123,057

Impairment charge — — — —

Depreciation and amortization 216,707 187 — 216,894

Total operating expenses 568,790 96,228 ( 65,005 ) 600,013

Total operating income (loss) 117,278 9,750 — 127,028

Other income (expense):

Interest income 4,901 47 — 4,948

Interest expense ( 101,206 ) — — ( 101,206 )

Gain on sale/disposition of properties 33,988 — — 33,988

Income before income taxes 54,961 9,797 — 64,758

Income tax (expense) benefit ( 584 ) ( 962 ) — ( 1,546 )

Net income $ 54,377 $ 8,835 $ — $ 63,212

Other segment expenses 1

136,427 80,514 ( 80,514 ) 136,427

Total segment operating expenses 303,751 115,779 ( 80,514 ) 339,016

Net operating income 385,618 13,587 — 399,205

Segment assets $ 3,957,659 $ 261,674 $ — $ 4,219,333

Expenditures for segment assets $ 85,646 $ 315 $ — $ 85,961

(1) Other segment expenses include real estate taxes, ground rent expense and intercompany rent expense.

Year Ended December 31, 2022

(amounts in thousands)

Real Estate Observatory Intersegment Elimination Total

Rental revenue $ 559,690 $ — $ — $ 559,690

Revenue, excluding third-party management and other fees $ 619,702 $ 105,978 $ — $ 725,680

Intercompany rental revenue 65,005 — ( 65,005 ) —

Observatory revenue — 41,474 — 41,474

Lease termination fees 16,230 — — 16,230

Third-party management and other fees 1,219 — — 1,219

Other revenue and fees 5,343 138 — 5,481

Total revenues 684,707 105,978 ( 65,005 ) 725,680

Operating expenses:

Segment operating expenses:

Property operating expenses 157,935 — — 157,935

Intercompany rent expense — 23,413 ( 23,413 ) —

Ground rent expenses 9,326 — — 9,326

General and administrative expenses 55,947 — — 55,947

Observatory expenses — 31,036 — 31,036

Real estate taxes 119,967 — — 119,967

Impairment charges 7,723 — — 7,723

Other segment expenses 1

132,383 65,005 ( 65,005 ) 132,383

Total segment operating expenses 290,318 96,041 ( 65,005 ) 321,354

Net operating income 394,389 9,937 — 404,326

Segment assets $ 3,909,299 $ 254,295 $ — $ 4,163,594

(1) Other segment expenses include real estate taxes, ground rent expense and intercompany rent expense.

Below is a reconciliation of Net income to Net operating income:

Years Ended December 31,

(amounts in thousands) 2024 2023 2022

$ 80,359 $ 84,407 $ 63,212

General and administrative expenses

70,234 63,939 61,765

Depreciation and amortization

Total operating expenses 521,625 46,749 ( 23,413 ) 544,961

Total operating income (loss) 84,270 ( 5,137 ) — 79,133

Other income (expense):

Interest income 701 3 — 704

184,818 189,911 216,894

Interest expense

105,239 101,484 101,206

Interest expense associated with property in receivership

Loss on early extinguishment of debt

Loss before income taxes ( 9,535 ) ( 5,236 ) — ( 14,771 )

Income tax (expense) benefit ( 613 ) 2,347 — 1,734

Net loss $ ( 10,148 ) $ ( 2,889 ) $ — $ ( 13,037 )

Segment assets $ 4,037,122 $ 245,325 $ — $ 4,282,447

Expenditures for segment assets $ 398,368 $ 4 $ — $ 398,372

During the fourth quarter 2021, we incurred a $ 7.7 million impairment charge relating to our property in Norwalk, Connecticut.

Refer to Note 2 Summary of Significant Accounting Policies.

Our methodology to calculate the fair value of the property involved a combination of the discounted cash flow method, utilizing Level 3 unobservable inputs such as market capitalization rates obtained from external sources, and the market based approach utilizing recent sales comparables.

Income tax expense

2,688 2,715 1,546

Gain on sale/disposition of properties ( 13,302 ) ( 26,764 ) ( 33,988 )

Third-party management and other fees

( 1,170 ) ( 1,351 ) ( 1,361 )

Interest income

( 21,298 ) ( 15,136 ) ( 4,948 )

Net operating income

$ 412,592 $ 399,205 $ 404,326

Subsequent Events

5 unchanged sentences

Subsequent to

Acquisition Gross Amount at which Carried at 12/31/23

Acquisition Gross Amount at which Carried at 12/31/24 Life on

Type Encumbrances Land and Development Costs Building &

4 unchanged sentences

Construction Date

Acquired Life on

111 West 33rd Street, New York, NY office /

retail $ — $ 13,630 $ 244,461 $ 129,859 n/a $ 13,630 $ 374,320 $ 387,950 $ ( 118,371 ) 1954 2014 various

1400 Broadway, New York, NY office /

retail — — 96,338 102,241 n/a — 198,579 198,579 ( 72,907 ) 1930 2014 various

1333 Broadway, New York, NY office /

retail 159,039 91,434 120,190 17,239 n/a 91,435 137,429 228,864 ( 43,811 ) 1915 2013 various

1350 Broadway, New York, NY office /

retail — — 102,518 48,815 n/a — 151,333 151,333 ( 55,169 ) 1929 2013 various

250 West 57th Street, New York, NY office/

retail 175,755 2,117 5,041 179,876 n/a 2,117 184,917 187,034 ( 74,936 ) 1921 1953 various

501 Seventh Avenue, New York, NY office/

retail — 1,100 2,600 107,812 n/a 1,100 110,412 111,512 ( 58,775 ) 1923 1950 various

1359 Broadway, New York, NY office/

retail — 1,233 1,809 83,221 n/a 1,233 85,029 86,262 ( 33,438 ) 1924 1953 various

350 Fifth Avenue (Empire State Building), New York, NY office/

retail — 21,551 38,934 1,060,121 n/a 21,551 1,099,055 1,120,606 ( 428,926 ) 1930 2013 various

One Grand Central Place,

New York, NY office/

retail — 7,240 17,490 310,522 n/a 7,222 328,030 335,252 ( 164,248 ) 1930 1954 various

First Stamford Place, Stamford, CT office 177,181 22,952 122,738 86,494 n/a 24,860 207,324 232,184 ( 113,916 ) 1986 2001 various

111 West 33rd Street, New York, NY office / retail $ — $ 13,630 $ 244,461 $ 133,353 n/a $ 13,630 $ 377,814 $ 391,444 $ ( 133,410 ) 1954 2014 various

1400 Broadway, New York, NY office / retail — — 96,338 125,206 n/a — 221,544 221,544 ( 80,699 ) 1930 2014 various

1333 Broadway, New York, NY office / retail 159,228 91,434 120,190 25,122 n/a 91,434 145,312 236,746 ( 49,127 ) 1915 2013 various

1350 Broadway, New York, NY office / retail — — 102,518 56,202 n/a — 158,720 158,720 ( 62,039 ) 1929 2013 various

250 West 57th Street, New York, NY office / retail 176,477 2,117 5,041 187,346 n/a 2,117 192,387 194,504 ( 83,335 ) 1921 1953 various

501 Seventh Avenue, New York, NY office / retail — 1,100 2,600 110,322 n/a 1,100 112,922 114,022 ( 63,457 ) 1923 1950 various

1359 Broadway, New York, NY office / retail — 1,233 1,809 94,453 n/a 1,233 96,262 97,495 ( 38,549 ) 1924 1953 various

350 Fifth Avenue (Empire State Building), New York, NY office / retail — 21,551 38,934 1,137,797 n/a 21,551 1,176,731 1,198,282 ( 485,282 ) 1930 2013 various

One Grand Central Place, New York, NY office / retail — 7,240 17,490 329,124 n/a 7,222 346,632 353,854 ( 177,926 ) 1930 1954 various

One Station Place, Stamford, CT (Metro Center) office 71,407 5,313 28,602 42,636 n/a 5,313 71,238 76,551 ( 45,505 ) 1987 1984 various

5 unchanged sentences

298 Mulberry, New York, NY multi-family — 40,935 69,509 4,427 n/a 41,126 73,745 114,871 ( 3,884 ) 1986 2022 various

Williamsburg Retail, Brooklyn, NY retail — 4,851 20,936 101 n/a 4,860 21,028 25,888 ( 196 ) 1910, 1945 2023 various

The North 6th Street Collection, Brooklyn, NY (2023) retail — 4,851 20,936 403 n/a 4,863 21,327 26,190 ( 789 ) various 1

The North 6th Street Collection, Brooklyn, NY (2024) retail — 44,924 146,826 2,751 n/a 44,924 149,577 194,501 ( 828 ) various 1

Property for development at the Transportation Hub in Stamford, CT land — 4,541 — 8,187 n/a 12,728 — 12,728 — n/a n/a n/a

Totals $ 692,176 $ 386,238 $ 1,119,968 $ 2,280,447 $ — $ 394,610 $ 3,392,043 $ 3,786,653 $ ( 1,274,193 )

______________

(1) In 2023 and 2024, the Company acquired two and nine buildings, respectively, collectively known and operated as the North 6 th Street Collection.

The buildings acquired are predominantly pre-war buildings that were renovated between the years 2001-2019.

Empire State Realty OP, L.P.

24 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures