Empire State Realty OP, L.P. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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 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, 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. 44 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 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 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"). Based on our evaluation under the COSO criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Ernst & Young LLP, an independent registered public accounting firm that audited our Financial Statements included in this Annual Report, has issued an attestation report on our internal control over financial reporting as of December 31, 2024, which appears in paragraph (b) of this ITEM 9A. (b) Attestation report of the independent registered public accounting firm Report of Independent Registered Public Accounting Firm To the Partners of Empire State Realty OP, L.P. Opinion on Internal Control Over Financial Reporting We have audited Empire State Realty OP, L.P.'s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Empire State Realty OP, L.P. (the Operating Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Operating Partnership and our report dated February 28, 2025 expressed an unqualified opinion thereon. 45 Basis for Opinion The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP New York, New York February 28, 2025 46 ITEM 9B. OTHER INFORMATION (a) None. (b) During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE We are managed by Empire State Realty Trust, Inc. 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 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. ITEM 11. EXECUTIVE COMPENSATION We are managed by Empire State Realty Trust, Inc. in its capacity as our sole general partner. The information required by ITEM 11 will be set forth in the ESRT Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by ITEM 12 will be set forth in the ESRT Proxy Statement and 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. 47 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. ITEM 13. 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. ITEM 14. 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. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (a) The following documents are filed as part of this report: 1. The consolidated financial statements are set forth in ITEM 8 of this Annual Report on Form 10-K. 2. The following financial statement schedules should be read in conjunction with the financial statements included in ITEM 8 of this Annual Report on Form 10-K. Schedule III-Real Estate and Accumulated Depreciation as of December 31, 2024 on page F- 40 . Schedules other than those listed are omitted as they are not applicable or the required or equivalent information has been included in the financial statements or notes thereto. (b) The exhibits required by Item 601 of Regulation S-K ( § 229.601 of this chapter) are listed below: Exhibit Index Exhibit No. Description 3.1 Certificate of Limited Partnership of Empire State Realty OP, L.P. 48 3.2 Amended and Restated Agreement of Limited Partnership of Empire State Realty OP, L.P., dated October 1, 2013, incorporated by reference to Exhibit 10.1 to Empire State Realty Trust, Inc.'s Form 10-Q filed with the SEC on November 12, 2013. 3.3 Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Empire State Realty OP, L.P., dated August 26, 2014, incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on August 26, 2014. 3.4 Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Empire State Realty OP, L.P., dated December 6, 2019, incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on December 12, 2019. 4.1 Description of Securities of Empire State Realty OP, L.P. Registered under Section 12 of the Securities Exchange Act of 1934, as Amended 10.1 Contribution Agreement among Empire Realty Trust, Inc., Empire Realty Trust, L.P. and certain members of the Malkin Group listed on the signature pages thereto, dated November 28, 2011, incorporated by reference to Exhibit 10.8 to Empire State Realty Trust, Inc.'s Form S-11 (Registration No. 333-179485), filed with the SEC on February 13, 2012. 10.2 Amended and Restated Contribution Agreement among Empire Realty Trust, Inc., Empire Realty Trust, L.P. and certain entities affiliated with the Helmsley estate listed on the signature pages thereto, dated July 2, 2012, incorporated by reference to Exhibit 10.11 to Amendment No. 7 to Empire State Realty Trust, Inc.'s Form S-11 (Registration No. 333-179485), filed with the SEC on September 19, 2013. 10.3 Form of Contribution Agreement among Empire Realty Trust, Inc., Empire Realty Trust, L.P. and each of the private existing entities that contributed properties in the consolidation, incorporated by reference to Exhibit 10.10 to Empire State Realty Trust, Inc.'s Form S-11 (Registration No. 333-179485), filed with the SEC on February 13, 2012. 10.4 Form of Contribution Agreement among Empire State Realty Trust, Inc., Empire Realty OP, L.P. and each of the public existing entities that contributed properties in the consolidation, incorporated by reference to Exhibit 10.11 to Empire State Realty Trust, Inc.'s Form S-11 (Registration No. 333-179485), filed with the SEC on February 13, 2012. 10.5 Representation, Warranty and Indemnity Agreement among Empire Realty Trust, Inc., Empire Realty Trust, L.P., Anthony E. Malkin, Cynthia M. Blumenthal and Scott D. Malkin, dated November 28, 2011, incorporated by reference to Exhibit 10.13 to Empire State Realty Trust, Inc.'s Form S-11 (Registration No. 333-179485), filed with the SEC on February 13, 2012. 10.6 Form of Merger Agreement among Empire Realty Trust, Inc., Empire Realty Trust, L.P. and each of the predecessor management companies, incorporated by reference to Exhibit 10.12 to Empire State Realty Trust, Inc.'s Form S-11 (Registration No. 333-179485), filed with the SEC on February 13, 2012. 10. 7 Registration Rights Agreement among Empire State Realty Trust, Inc. and the persons named therein, dated October 7, 2013, incorporated by reference to Exhibit 10.2 to Empire State Realty Trust, Inc.'s Form 10-Q filed with the SEC on November 12, 2013. 10. 8 Tax Protection Agreement among Empire State Realty Trust, Inc., Empire State Realty OP, L.P., and the parties named therein, dated October 7, 2013, incorporated by reference to Exhibit 10.3 to Empire State Realty Trust, Inc.'s Form 10-Q filed with the SEC on November 12, 2013. 10. 9 Indemnification Agreement among Empire State Realty Trust, Inc. and Peter L. Malkin, dated October 7, 2013, incorporated by reference to Exhibit 10.4 to Empire State Realty Trust, Inc.'s Form 10-Q filed with the SEC on November 12, 2013. 10.1 0 Indemnification Agreement among Empire State Realty Trust, Inc. and Anthony E. Malkin, dated October 7, 2013, incorporated by reference to Exhibit 10.5 to Empire State Realty Trust, Inc.'s Form 10-Q filed with the SEC on November 12, 2013. 10.1 1 Indemnification Agreement among Empire State Realty Trust, Inc. and Thomas P. Durels, dated October 7, 2013, incorporated by reference to Exhibit 10.7 to Empire State Realty Trust, Inc.'s Form 10-Q filed with the SEC on November 12, 2013. 10.1 2 Indemnification Agreement among Empire State Realty Trust, Inc. and Thomas N. Keltner, Jr., dated October 7, 2013, incorporated by reference to Exhibit 10.8 to Empire State Realty Trust, Inc.'s Form 10-Q filed with the SEC on November 12, 2013. 10.1 3 Indemnification Agreement among Empire State Realty Trust, Inc. and Christina Chiu, dated April 20, 2020 incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-Q filed with the SEC on May 6, 2020. 10.1 4 Form of Empire State Realty Trust, Inc. Independent Director Indemnification Agreement, incorporated by reference to Exhibit 10.22 to Empire State Realty Trust's Form 10-K filed with the SEC on February 28, 2018. 10.1 5 + Amended and Restated Employment Agreement between Empire State Realty Trust, Inc. and Anthony E. 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. 49 10.1 6 + Amended and Restated Change in Control Severance Agreement between Empire State Realty Trust, Inc. and Thomas P. Durels, dated April 5, 2016, incorporated by reference to Exhibit 10.35 to the Registrant's Form 10-Q filed with the SEC on May 5, 2016. 10.1 7 Indemnification Agreement among Empire State Realty Trust, Inc. and Stephen V. 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 . 10. 1 8 Change in Control Severance Agreement between Empire State Realty Trust, Inc. and Stephen V. 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 . 10. 19 Note Purchase Agreement, dated March 27, 2015, 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 Registrant's Form 8-K filed with the SEC on March 30, 2015. 10.2 0 Registration Rights Agreement among Empire State Realty Trust, Inc. and the persons named therein, dated July 15, 2014, incorporated by reference to Exhibit 10.4 to the Registrant's Form 8-K filed with the SEC on July 21, 2014. 10.2 1 Form of Asset and Property Management Agreement, incorporated by reference to Exhibit 10.18 to Amendment No. 6 to Empire State Realty Trust, Inc.'s Form S-11 (Registration No. 333-179485), filed with the SEC on September 6, 2013. 10.2 2 Form of Services Agreement, incorporated by reference to Exhibit 10.19 to Amendment No. 6 to Empire State Realty Trust, Inc.'s Form S-11 (Registration No. 333-179485), filed with the SEC on September 6, 2013. 10.2 3 Note Purchase Agreement, dated December 13, 2017, 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 Registrant's Form 8-K filed with the SEC on December 14, 2017. 10.2 4 + Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan, incorporated by reference to Exhibit A to the Company's Definitive Proxy Statement filed with the SEC on April 4, 2019. 10.2 5 + Form of Restricted Stock Agreement (Time Based), incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (Registration No. 333-231544), filed with the SEC on May 16, 2019. 10.2 6 + Form of LTIP Agreement (Performance- Based), incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (Registration No. 333-231544), filed with the SEC on May 16, 2019. 10. 2 7 + Form of LTIP Agreement (Time-Based), incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 (Registration No. 333-231544), filed with the SEC on May 16, 2019. 10. 28 Empire State Realty OP, L.P.,Empire State Realty Trust, Inc. $100,000,000 3.61% Series G Senior Notes due March 17, 2032, $75,000,000 3.73% Series H Senior Notes due March 17, 2035 Note Purchase Agreement dated March 17, 2020 incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on March 23, 2020. 10. 29 First Amended and Restated Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan As Amended and Restated as of July 13, 2020 incorporated by reference to Exhibit 10.6 to Empire State Realty Trust, Inc. Form 10-Q filed with the SEC on August 10, 2020. 10.3 0 + Form of LTIP Agreement (Executive Officer, Time Based) incorporated by reference to Exhibit 10.1 to the Empire State Realty OP, L.P. Form 10-Q filed with the SEC on August 5, 2021. 10.3 1 + 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. 10.3 2 + 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. 10.3 3 + 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. 10.3 4 Second Amendment, dated as of August 29, 2022, to that certain Credit Agreement, dated as of March 19, 2020, among Empire State Realty Trust, Inc., Empire State Realty OP, L.P., the subsidiary guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, 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. 10. 3 5 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. 10. 3 6 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. 50 10. 3 7 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). 10. 38 + 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. 10. 39 + 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. 10.4 0 + 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. 10.4 1 + 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. 10. 4 2 + 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. 10. 4 3 + 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. 10. 4 4 + 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. 10. 4 5 + 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. 10. 4 6 + 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. 19.1* Insider Trading Policy of Empire State Realty OP, L.P. 21.1* Subsidiaries of Registrant 23.1* Consent of Ernst & Young LLP 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 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. 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Document 101.DEF* XBRL Taxonomy Extension Definitions Document 101.LAB* XBRL Taxonomy Extension Labels Document 101.PRE* XBRL Taxonomy Extension Presentation Document 104* Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) 99.1 Articles of Amendment and Restatement of Empire State Realty Trust, Inc., incorporated by reference to Exhibit 3.1 to Amendment No. 8 to Empire State Realty Trust, Inc.'s Form S-11 (Registration No.333-179485), filed with the SEC on September 27, 2013. 99.2 Fourth Amended and Restated Bylaws of Empire State Realty Trust, Inc., incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K filed with the SEC on August 11, 2023. Notes: 51 * Filed herewith. + Indicates management contract or compensatory plan or arrangement required to be filed or incorporated by reference as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K. ITEM 16. FORM 10-K SUMMARY None. 52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EMPIRE STATE REALTY OP, L.P. By: Empire State Realty Trust, Inc., its general partner Date: February 28, 2025 By: /s/ Stephen V. Horn Stephen V. Horn Executive Vice President, Chief Financial Officer & Chief Accounting Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of Empire State Realty Trust, Inc., as general partner of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Anthony E. Malkin Chairman of the Board of Directors and Chief Executive Officer February 28, 2025 Anthony E. Malkin (Principal Executive Officer) /s/ Christina Chiu President February 28, 2025 Christina Chiu /s/ Stephen V. Horn Executive Vice President, Chief Financial Officer & Chief Accounting Officer February 28, 2025 Stephen V. Horn (Principal Financial and Accounting Officer) /s/ Thomas J. DeRosa Director February 28, 2025 Thomas J. DeRosa /s/ Steven J. Gilbert Lead Independent Director February 28, 2025 Steven J. Gilbert /s/ S. Michael Giliberto Director February 28, 2025 S. Michael Giliberto /s/ Patricia S. Han Director February 28, 2025 Patricia S. Han /s/ Grant H. Hill Director February 28, 2025 Grant H. Hill /s/ R. Paige Hood Director February 28, 2025 R. Paige Hood /s/ James D. Robinson IV Director February 28, 2025 James D. Robinson IV /s/ Christina Van Tassell Director February 28, 2025 Christina Van Tassell /s/ Hannah Yang Director February 28, 2025 Hannah Yang 53 EMPIRE STATE REALTY OP, L.P. INDEX TO FINANCIAL STATEMENTS PAGE Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) F- 1 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 3 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 F- 4 Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 F- 5 Consolidated Statements of Capital for the years ended December 31, 2024, 2023 and 2022 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 F- 7 Notes to Consolidated Financial Statements F- 9 Financial Statement Schedule: Schedule III - Real Estate and Accumulated Depreciation F- 40 54 Report of Independent Registered Public Accounting Firm To the Partners of Empire State Realty OP, L.P. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Empire State Realty OP, L.P. (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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Valuation of goodwill - observatory Description of the Matter At December 31, 2024, the Operating Partnership’s goodwill related to the Observatory reporting unit was $227.5 million as disclosed in Note 4 to the consolidated financial statements. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually or more frequently if there are indicators of impairment. 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 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. 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 assumption described above. 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 We have served as the Operating Partnership’s auditor since 2010. New York, New York February 28, 2025 F-2 Empire State Realty OP, L.P. Consolidated Balance Sheets (amounts in thousands, except per unit amounts) December 31, 2024 December 31, 2023 ASSETS Commercial real estate properties, at cost: Land $ 386,423 $ 366,357 Development costs 8,187 8,178 Building and improvements 3,392,043 3,280,657 3,786,653 3,655,192 Less: accumulated depreciation ( 1,274,193 ) ( 1,250,062 ) Commercial real estate properties, net 2,512,460 2,405,130 Contract asset 170,419 — Cash and cash equivalents 385,465 346,620 Restricted cash 43,837 60,336 Tenant and other receivables 31,427 39,836 Deferred rent receivables 247,754 255,628 Prepaid expenses and other assets 101,852 98,167 Deferred costs, net 183,987 172,457 Acquired below-market ground leases, net 313,410 321,241 Right of use assets 28,197 28,439 Goodwill 491,479 491,479 Total assets $ 4,510,287 $ 4,219,333 LIABILITIES AND CAPITAL Liabilities: Mortgage notes payable, net 692,176 877,388 Senior unsecured notes, net 1,197,061 973,872 Unsecured term loan facilities, net 268,731 389,286 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 Acquired below-market leases, net 19,497 13,750 Ground lease liabilities 28,197 28,439 Deferred revenue and other liabilities 62,639 70,298 Tenants’ security deposits 24,908 35,499 Total liabilities 2,728,325 2,488,288 Commitments and contingencies Capital: Private perpetual preferred units: 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 Private perpetual preferred units, $ 16.62 per unit liquidation preference, 1,560 issued and outstanding in 2024 and 2023 8,004 8,004 Series PR operating partnership units: ESRT partners' capital ( 2,742 and 2,709 general partner operating partnership units and 164,641 and 160,337 limited partner operating partnership units outstanding at December 31, 2024 and 2023, respectively) 1,030,696 985,518 Limited partners' interests ( 81,605 and 80,189 limited partner operating partnership units outstanding at December 31, 2024 and 2023, respectively) 711,904 694,512 Series ES operating partnership units ( 18,181 and 19,947 limited partner operating partnership units outstanding at December 31, 2024 and 2023, respectively) 7,126 4,427 Series 60 operating partnership units ( 4,589 and 5,144 limited partner operating partnership units outstanding at December 31, 2024 and 2023, respectively) 1,436 779 Series 250 operating partnership units ( 2,393 and 2,619 limited partner operating partnership units outstanding at December 31, 2024 and 2023, respectively) 860 462 Total Empire State Realty OP, L.P.'s capital 1,781,962 1,715,638 Non-controlling interest in other partnerships — 15,407 Total capital 1,781,962 1,731,045 Total liabilities and capital $ 4,510,287 $ 4,219,333 The accompanying notes are an integral part of these financial statements F-3 Empire State Realty OP, L.P. Consolidated Statements of Operations Year Ended December 31, (amounts in thousands, except per unit amounts) 2024 2023 2022 Revenues: Rental revenue $ 614,596 $ 597,319 $ 591,048 Observatory revenue 136,377 129,366 105,978 Lease termination fees 4,771 — 20,032 Third-party management and other fees 1,170 1,351 1,361 Other revenue and fees 11,009 11,536 8,622 Total revenues 767,923 739,572 727,041 Operating expenses: Property operating expenses 179,175 167,324 157,935 Ground rent expenses 9,326 9,326 9,326 General and administrative expenses 70,234 63,939 61,765 Observatory expenses 36,834 35,265 31,036 Real estate taxes 128,826 127,101 123,057 Depreciation and amortization 184,818 189,911 216,894 Total operating expenses 609,213 592,866 600,013 Total operating income 158,710 146,706 127,028 Other income (expense): Interest income 21,298 15,136 4,948 Interest expense ( 105,239 ) ( 101,484 ) ( 101,206 ) Interest expense associated with property in receivership ( 4,471 ) — — Loss on early extinguishment of debt ( 553 ) — — 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 attributable to common unitholders $ 76,154 $ 80,138 $ 59,254 Total weighted average units: Basic 264,706 263,226 268,337 Diluted 269,019 265,633 269,948 Earnings per unit: Basic $ 0.29 $ 0.30 $ 0.22 Diluted $ 0.28 $ 0.30 $ 0.22 The accompanying notes are an integral part of these financial statements F-4 Empire State Realty OP, L.P. Consolidated Statements of Comprehensive Income Year Ended December 31, (amounts in thousands) 2024 2023 2022 Net income $ 80,359 $ 84,407 $ 63,212 Other comprehensive income (loss): Unrealized gain on valuation of interest rate swap agreements 13,769 5,581 40,044 Amount reclassified into interest expense ( 7,111 ) ( 7,819 ) 7,230 Other comprehensive income (loss) 6,658 ( 2,238 ) 47,274 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 F-5 Empire State Realty OP, L.P. Consolidated Statements of Capital 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 (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 Conversion of operating partnership units and Class B shares to ESRT Partner's Capital — — 2,298 4,495 ( 551 ) ( 4,563 ) ( 1,240 ) 26 ( 326 ) 21 ( 181 ) 21 — — Repurchases of common units — — ( 11,571 ) ( 90,176 ) — — — — — — — — — ( 90,176 ) Contributions to consolidated joint venture interests — — — — — — — — — — — — 224 224 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 — 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 Balance at December 31, 2022 6,224 $ 29,940 161,129 $ 954,375 80,475 $ 681,827 21,081 $ 1,391 5,558 $ 16 2,789 $ 76 $ 15,466 $ 1,683,091 Conversion of operating partnership units and Class B shares to ESRT Partner's Capital — — 3,756 17,671 ( 2,038 ) ( 17,380 ) ( 1,134 ) ( 215 ) ( 414 ) ( 53 ) ( 170 ) ( 23 ) — — Repurchases of common units — — ( 2,151 ) ( 13,105 ) — — — — — — — — — ( 13,105 ) Contributions to consolidated joint venture interests — — — — — — — — — — — — 187 187 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 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 ) — — 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 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 The accompanying notes are an integral part of these financial statements F-6 Empire State Realty OP, L.P. Consolidated Statements of Cash Flows Year Ended December 31, (amounts in thousands) 2024 2023 2022 Cash Flows From 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 ) Amortization of non-cash items within interest expense 8,631 9,089 9,799 Amortization of acquired above- and below-market leases, net ( 2,177 ) ( 2,415 ) ( 4,759 ) Amortization of acquired below-market ground leases 7,831 7,831 7,831 Straight-lining of rental revenue ( 11,283 ) ( 19,563 ) ( 24,562 ) Equity based compensation 21,696 20,026 21,011 Loss on early extinguishment of debt 553 — — Increase (decrease) in cash flows due to changes in operating assets and liabilities: Security deposits ( 8,762 ) 10,486 ( 828 ) Tenant and other receivables 6,885 ( 15,643 ) ( 5,306 ) Deferred leasing costs ( 21,559 ) ( 17,669 ) ( 36,909 ) Prepaid expenses and other assets ( 5,770 ) ( 5,186 ) ( 2,263 ) Accounts payable and accrued expenses 13,592 746 4,705 Deferred revenue and other liabilities ( 620 ) ( 2,765 ) ( 3,664 ) Net cash provided by operating activities 260,892 232,491 211,173 Cash Flows From Investing Activities Acquisition of real estate property ( 193,071 ) ( 26,910 ) ( 115,593 ) 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 ) Development costs ( 9 ) ( 12 ) ( 35 ) Net cash used in investing activities ( 397,122 ) ( 77,340 ) ( 230,891 ) The accompanying notes are an integral part of these financial statements F-7 Empire State Realty OP, L.P. Consolidated Statements of Cash Flows (continued) Year Ended December 31, (amounts in thousands) 2024 2023 2022 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 Deferred financing costs ( 12,070 ) — — Repurchases of common units — ( 13,105 ) ( 90,176 ) Private perpetual preferred unit distributions ( 4,201 ) ( 4,201 ) ( 4,201 ) Distributions ( 38,289 ) ( 37,122 ) ( 38,585 ) 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 ) Cash and cash equivalents and restricted cash—beginning of period 406,956 314,678 474,638 Cash and cash equivalents and restricted cash—end of period $ 429,302 $ 406,956 $ 314,678 Reconciliation of Cash and Cash Equivalents and Restricted Cash: Cash and cash equivalents at beginning of period $ 346,620 $ 264,434 $ 423,695 Restricted cash at beginning of period 60,336 50,244 50,943 Cash and cash equivalents and restricted cash at beginning of period $ 406,956 $ 314,678 $ 474,638 Cash and cash equivalents at end of period $ 385,465 $ 346,620 $ 264,434 Restricted cash at end of period 43,837 60,336 50,244 Cash and cash equivalents and restricted cash at end of period $ 429,302 $ 406,956 $ 314,678 Supplemental disclosures of cash flow information: Cash paid for interest $ 94,670 $ 92,000 $ 91,012 Cash paid for income taxes $ 1,898 $ 1,390 $ 200 Non-cash investing and financing activities: Building and improvements included in accounts payable and accrued expenses $ 73,535 $ 51,815 $ 44,293 Write-off of fully depreciated assets 14,342 33,391 35,124 Derivative instruments at fair values included in prepaid expenses and other assets 13,098 11,800 17,902 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 Transfer of assets related to assets held for sale — — 35,538 Transfer of liabilities related to assets held for sale — — 5,943 Mortgage assumed in connection with sale of real estate — — 30,117 The accompanying notes are an integral part of these financial statements F-8 Empire State Realty OP, L.P. Notes to Consolidated Financial Statements 1. Description of Business and Organization As used in these consolidated financial statements, unless the context otherwise requires, “we,” “us,” "our," and the "Company,” mean Empire State Realty OP, L.P. and its consolidated subsidiaries. Empire State Realty OP, L.P. (the "Operating Partnership") is the entity through which Empire State Realty Trust, Inc. (NYSE: 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. 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. We were organized as a Delaware limited partnership on November 28, 2011, and commenced operations upon completion of the initial public offering of ESRT’s Class A common stock and related formation transactions on October 7, 2013 (the "IPO"). ESRT's Class A common stock, par value $ 0.01 per share, is listed on the New York Stock Exchange under the symbol "ESRT." ESRT, as the sole general partner in our Company, has responsibility and discretion in the management and control of our Company, and our limited partners, in such capacity, have no authority to transact business for, or participate in the management activities, of our Company. As of December 31, 2024, ESRT owned approximately 61.1 % of our operating partnership units. 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, cafeteria, restaurant, health clubs, townhall and lounge, amenity center, and asset and property management services. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and with the rules and regulations of the SEC, represent our assets and liabilities and operating results. The consolidated financial statements include our accounts and our partially owned and wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members. For variable interest entities ("VIE"), we consolidate the entity if we are deemed to have a variable interest in the entity and through that interest we are deemed the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. 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 F-9 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. This assessment will include a review of each entity’s organizational agreement to determine which party has what rights and whether those rights are protective or participating. For all VIEs, we will review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity’s economic performance and benefit. In situations where we or our partner could approve, among other things, the annual budget, or leases that cover more than a nominal amount of space relative to the total rentable space at each property, we would not consolidate the investment as we consider these to be substantive participation rights that result in shared power of the activities that would most significantly impact the performance and benefit of such joint venture investment. 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 operations by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests. Accounting Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to use estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Significant items subject to such estimates and assumptions include allocation of the purchase price of acquired real estate properties among tangible and intangible assets, determination of the useful life of real estate properties and other long-lived assets, valuation and impairment analysis of commercial real estate properties, goodwill, right-of-use assets and other long-lived and indefinite-lived assets, estimate of tenant expense reimbursements, valuation of the allowance for doubtful accounts, and valuation of derivative instruments, ground lease liabilities, senior unsecured notes, mortgage notes payable, unsecured revolving credit and term loan facilities, and equity based compensation. These estimates are prepared using management’s best judgment, after considering past, current, and expected events and economic conditions. Actual results could differ from those estimates. Revenue Recognition Rental Revenue Rental revenue includes base rents that each tenant pays in accordance with the terms of its respective lease and is reported on a straight-line basis over the non-cancellable term of the lease which includes the effects of rent steps and rent abatements under the leases. 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 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. Differences between rental income recognized and amounts due under the respective lease agreements are recognized as an increase or decrease to deferred rent receivables. In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in building operating expenses, the tenant will pay additional rent based upon increases in an index such as the Consumer Price Index over the index value in effect during a base year or contain fixed percentage increases over the base rent to cover escalations. We recognize rental revenue of acquired in-place above- and below-market leases at their fair values over the terms of the respective leases, including, for below-market leases, fixed option renewal periods, if any. Lease termination fees are recognized when the fees are determinable, tenant vacancy has occurred, collectability is reasonably assured, we have no continuing obligation to provide services to such former tenants and the payment is not subject to any conditions that must be met or waived. Observatory Revenue F-10 Revenues from the sale of Observatory tickets are recognized upon admission or ticket expirations. Deferred revenue related to unused and unexpired tickets as of December 31, 2024 and 2023 was $ 1.9 million and $ 1.7 million, respectively, and is included in deferred revenue and other liabilities on the consolidated balance sheets. Gains on Sale/Disposition of Real Estate 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. We do not sell real estate within the ordinary course of our business and therefore, expect that sale transactions will not be contracts with customers. We will next determine whether we would have a controlling financial interest in the property after the sale. 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/disposition of real estate when the derecognition criteria under ASC 610-20 have been met. Third-Party Management and Other Fees We earn revenue arising from contractual agreements with related party entities for asset and property management services. This revenue is recognized as the related services are performed under the respective agreements in place. Other Revenues and Fees 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, 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 Land and buildings and improvements are recorded at cost less accumulated depreciation and amortization. The recorded cost includes cost of acquisitions, development and construction and tenant allowances and improvements. Expenditures for ordinary repairs and maintenance are charged to property operating expense as incurred. Significant replacements and betterments which improve or extend the life of the asset are capitalized. Tenant improvements which improve or extend the life of the asset are capitalized. If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any tenant improvements are written off if they are replaced or have no future value. For developed properties, direct and indirect costs that clearly relate to projects under development are capitalized. Costs include construction costs, professional services such as architectural and legal costs, capitalized interest and direct payroll costs. We begin capitalization when the project is probable. The assets relating to the project are stated at cost and are not depreciated. Once construction is completed and the assets are placed in service, the assets are reclassified to the appropriate asset class and depreciated in accordance with the useful lives as indicated below. Capitalization of interest ceases when the asset is ready for its intended use, which is generally near the date that a certificate of occupancy is obtained. There was no capitalized interest for the years ended December 31, 2024 and 2023. Depreciation and amortization are computed using the straight-line method for financial reporting purposes. Buildings and improvements are depreciated over the shorter of 39 years, the useful life, or the remaining term of any leasehold interest. Tenant improvement costs, which are included in building and improvements in the consolidated balance sheets, are depreciated over the shorter of (i) the related remaining lease term or (ii) the life of the improvement. 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 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. The resulting value is then allocated to land, buildings and improvements, and tenant improvements based on our determination of the fair value of these assets. The assumptions used in the allocation of fair values to assets acquired are based on our best estimates at the time of evaluation. F-11 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 below-market lease amounts are amortized as an increase to rental revenue over the remaining terms of the respective leases. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The aggregate value of other acquired intangible assets consists of acquired ground leases and acquired in-place leases and tenant relationships. The fair value allocated to acquired in-place leases consists of a variety of components including, but not necessarily limited to: (a) the value associated with avoiding the cost of originating the acquired in-place leases (i.e. the market cost to execute a lease, including leasing commissions, if any); (b) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period (i.e. real estate taxes, insurance and other operating expenses); (c) the value associated with lost rental revenue from existing leases during the assumed lease-up period; and (d) the value associated with any other inducements to secure a tenant lease. We assess the potential for impairment of our long-lived assets, including real estate properties, annually or whenever events occur or a change in circumstances indicate that the recorded value might not be fully recoverable. We determine whether impairment in value has occurred by comparing the estimated future undiscounted cash flows expected from the use and eventual disposition of the asset to its carrying value. If the undiscounted cash flows do not exceed the carrying value, the real estate is adjusted to fair value and an impairment loss is recognized. 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. 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. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, government money markets, demand deposits with financial institutions and short-term liquid investments with original maturities of three months or less when purchased. Cash and cash equivalents held at major commercial banks may at times exceed the Federal Deposit Insurance Corporation limit. To date, we have not experienced any losses on our invested cash. Restricted Cash Restricted cash consists of amounts held for tenants in accordance with lease agreements, such as security deposits and amounts held by lenders and/or escrow agents to provide for future real estate tax expenditures and insurance expenditures, tenant vacancy related costs and debt service obligations. 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. Tenant and Other Receivables Tenant and other receivables, other than deferred rent receivable, are generally expected to be collected within one year. Deferred Leasing Costs 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 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 F-12 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. Equity Method Investments We account for investments under the equity method of accounting where we do not have control but have the ability to exercise significant influence. Under this method, investments are recorded at cost, and the investment accounts are adjusted for our share of the entities’ income or loss and for distributions and contributions. Equity income (loss) is allocated based on the portion of the ownership interest that is controlled by us. The agreements may designate different percentage allocations among investors for profits and losses; however, our recognition of the entity’s income or loss generally follows the entity’s distribution priorities, which may change upon the achievement of certain investment return thresholds. To the extent that we contributed assets to an entity, our investment in the entity is recorded at cost basis in the assets that were contributed to the entity. Upon contributing assets to an entity, we make a judgment as to whether the economic substance of the transaction is a sale. In accordance with the provisions of ASC 610-20, we will recognize a full gain on both the retained and sold portions of real estate contributed or sold to an entity by recognizing our new equity method investment interest at fair value. To the extent that the carrying amount of these investments on our combined balance sheets is different than the basis reflected at the entity level, the basis difference would be amortized over the life of the related asset and included in our share of equity in net income of the entity. On a periodic basis, we assess whether there are any indicators that the carrying value of our investments in entities may be impaired on an other than temporary basis. An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment on an other than temporary basis. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the fair value of the investment. As of December 31, 2024 and 2023, we had no equity method investments. Goodwill Goodwill is tested annually for impairment and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. Non-amortizing intangible assets, such as trade names and trademarks, are subject to an annual impairment test based on fair value and amortizing intangible assets are tested whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Fair Value Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the FASB guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The methodologies used for valuing financial instruments have been categorized into three broad levels as follows: Level 1 - Quoted prices in active markets for identical instruments. Level 2 - Valuations based principally on other observable market parameters, including: • Quoted prices in active markets for similar instruments; • Quoted prices in less active or inactive markets for identical or similar instruments; • Other observable inputs (such as risk free interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates); and • Market corroborated inputs (derived principally from or corroborated by observable market data). F-13 Level 3 - Valuations based significantly on unobservable inputs, including: • Valuations based on third-party indications (broker quotes or counterparty quotes) which were, in turn, based significantly on unobservable inputs or were otherwise not supportable; and • Valuations based on internal models with significant unobservable inputs. These levels form a hierarchy. We follow this hierarchy for our financial instruments measured or disclosed at fair value on a recurring and nonrecurring basis and other required fair value disclosures. The classifications are based on the lowest level of input that is significant to the fair value measurement. We use the following methods and assumptions in estimating fair value disclosures for financial instruments. Cash and cash equivalents, restricted cash, short-term investments, tenant and other receivables, prepaid expenses and other assets, deferred revenue, tenant security deposits, accounts payable and accrued expenses carrying values approximate their fair values due to the short term maturity of these instruments. The fair value of derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. Although the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. The impact of such credit valuation adjustments, determined based on the fair value of each individual contract, was not significant to the overall valuation. 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-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 We are exposed to the effect of interest rate changes and manage these risks by following policies and procedures including the use of derivatives. To manage exposure to interest rates, derivatives are used primarily to fix the rate on debt based on floating-rate indices. We record all derivatives on the balance sheet at fair value. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. We measure the credit risk of our derivative instruments that are subject to master netting agreements on a net basis by counterparty portfolio. For derivatives that qualify as cash flow hedges, we report the gain or loss on the derivative designated as a hedge as part of other comprehensive income (loss) and subsequently reclassify the gain or loss into income in the period that the hedged transaction affects income. Income Taxes We are generally not subject to federal and state income taxes as our taxable income or loss is reportable by our partners. Accordingly, no provision has been made for federal and state income taxes. 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. as a TRS. 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. as a TRS. 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. Our TRSs account for their income taxes in accordance with GAAP, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. 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. 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. We apply provisions for measuring and recognizing tax benefits associated with uncertain income tax positions. Penalties and interest, if incurred, would be recorded as a component of income tax expense. As of December 31, 2024 and F-14 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. Share-Based Compensation 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. An employee is retirement eligible when the employee attains the (i) age of 65 for awards granted in 2020 and after and age of 60 for awards granted before 2020 and (ii) the date on which the employee has first completed the requisite years of continuous service with us or our affiliates. 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. We recognize expense respective to the number of awards we expect to vest at the conclusion of the measurement period. Changes in estimate are accounted for in the period of change through a cumulative catch-up adjustment. Any forfeitures of share-based compensation awards are recognized as they occur. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of ESRT stock, expected dividend yield, expected term, and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds. We believe that the assumptions and estimates utilized are appropriate based on the information available to management at the time of grant. Per Unit Data Basic and diluted earnings per unit are computed based upon the weighted average number of shares outstanding during the respective period. Segment Reporting 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. Our real estate segment includes all activities related to the ownership, management, operation, acquisition, repositioning and disposition of our real estate assets. Our Observatory segment operates the 86th and 102nd floor observatories at the Empire State Building. These two lines of businesses are managed separately because each business requires different support infrastructures, provides different services and has dissimilar economic characteristics such as investments needed, stream of revenues and different marketing strategies. We account for intersegment sales and rent as if the sales or rent were to third parties, that is, at current market prices. Recently Issued or Adopted Accounting Standards During November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve the disclosures about reportable segments and add more detailed information about a reportable segment’s expenses. 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. 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 F-15 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. 3. Acquisitions and Dispositions Property Acquisitions 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): Intangibles Property Date Acquired Land Building and Improvements Assets Liabilities Total 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) 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 The following table summarizes properties disposed of during the years ended December 31, 2024, 2023 and 2022 (amounts in thousands): F-16 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 10 Bank Street, White Plains, New York 12/7/2022 42,000 6,818 383 Main Avenue, Norwalk, Connecticut (1) 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. 4. Deferred Costs, Acquired Lease Intangibles and Goodwill 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 Total deferred costs, excluding deferred financing costs 388,052 406,480 Less: accumulated amortization ( 212,972 ) ( 236,900 ) Total deferred costs, net, excluding net deferred financing costs 175,080 169,580 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 8,907 2,877 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 Less: accumulated amortization ( 83,506 ) ( 75,675 ) Acquired below-market ground leases, net $ 313,410 $ 321,241 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 ) Less: accumulated amortization 36,862 41,405 Acquired below-market leases, net $ ( 19,497 ) $ ( 13,750 ) F-17 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 42.6 years Above-market leases 5.8 years In-place leases and deferred leasing costs 5.8 years Below-market leases 6.0 years 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 2025 $ 7,831 $ 8,159 $ 3,513 2026 7,831 6,999 2,110 2027 7,831 6,057 1,551 2028 7,831 5,265 1,360 2029 7,831 3,172 516 Thereafter 274,255 4,395 3,389 $ 313,410 $ 34,047 $ 12,439 As of December 31, 2024, we had goodwill of $ 491.5 million. In 2013, we acquired the interests in Empire State Building Company, L.L.C. and 501 Seventh Avenue Associates, L.L.C. for an amount in excess of their net tangible and identified intangible assets and liabilities and as a result we recorded goodwill related to the transaction. Goodwill was allocated $ 227.5 million to the Observatory operations of the Empire State Building, $ 250.8 million to Empire State Building, and $ 13.2 million to 501 Seventh Avenue. We performed our annual goodwill testing in October 2024, where we bypassed the optional qualitative goodwill impairment assessment and proceeded directly to a quantitative assessment of the Observatory reportable segment and engaged a third-party valuation consulting firm to perform the valuation process. The quantitative analysis used a combination of the discounted cash flow method (a form of the income approach) utilizing Level 3 unobservable inputs and the guideline company method (a form of the market approach). Significant assumptions under the former included revenue and cost projections, weighted average cost of capital, long-term growth rate and income tax considerations while the latter included guideline company enterprise values, revenue multiples, EBITDA multiples and control premium rates. Our methodology to review goodwill impairment, which included a significant amount of judgment and estimates, provided a reasonable basis to determine whether impairment had occurred. The quantitative analysis performed concluded the fair value of the reporting unit exceeds its carrying value. 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. F-18 5. Debt Debt consisted of the following: Principal Balance As of December 31, 2024 (amounts in thousands) December 31, 2024 December 31, 2023 Stated Rate Effective Rate (1) Maturity Date (2) Fixed rate mortgage debt: 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 1333 Broadway 160,000 160,000 4.21 % 4.29 % 2/5/2033 345 East 94th Street - Series A 43,600 43,600 70 % of SOFR plus 0.95 % 3.56 % 11/1/2030 345 East 94th Street - Series B 6,490 7,209 SOFR plus 2.24 % 3.56 % 11/1/2030 561 10th Avenue - Series A 114,500 114,500 70 % of SOFR plus 1.07 % 3.85 % 11/1/2033 561 10th Avenue - Series B 14,036 15,801 SOFR plus 2.45 % 3.85 % 11/1/2033 Total fixed rate mortgage debt 704,274 891,998 Senior unsecured notes: (5) Series A 100,000 100,000 3.93 % 3.96 % 3/27/2025 Series B 125,000 125,000 4.09 % 4.12 % 3/27/2027 Series C 125,000 125,000 4.18 % 4.21 % 3/27/2030 Series D 115,000 115,000 4.08 % 4.11 % 1/22/2028 Series E 160,000 160,000 4.26 % 4.27 % 3/22/2030 Series F 175,000 175,000 4.44 % 4.45 % 3/22/2033 Series G 100,000 100,000 3.61 % 4.89 % 3/17/2032 Series H 75,000 75,000 3.73 % 5.00 % 3/17/2035 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 % 4.61 % 12/31/2026 Unsecured term loan facility (5) 95,000 215,000 SOFR plus 1.50 % 4.48 % 3/8/2029 Unsecured revolving credit facility (5) 120,000 — SOFR plus 1.30 % 4.04 % 3/8/2029 Total principal 2,294,274 2,256,998 Deferred financing costs, net ( 10,123 ) ( 9,488 ) Unamortized debt discount ( 6,183 ) ( 6,964 ) Total $ 2,277,968 $ 2,240,546 _____________ (1) The effective rate is the yield as of December 31, 2024 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements. (2) Pre-payment is generally allowed for each loan upon payment of a customary pre-payment penalty. (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. F-19 Principal Payments Aggregate required principal payments at December 31, 2024 are as follows (amounts in thousands): Year Amortization Maturities Total 2025 $ 3,664 $ 100,000 $ 103,664 2026 3,957 225,000 228,957 2027 4,276 155,000 159,276 2028 3,555 146,091 149,646 2029 3,890 441,600 445,490 Thereafter 14,634 1,192,607 1,207,241 Total $ 33,976 $ 2,260,298 $ 2,294,274 Deferred Financing Costs 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 Less: accumulated amortization ( 33,970 ) ( 31,108 ) Total deferred financing costs, net $ 18,977 $ 12,365 Amortization expense related to deferred financing costs was $ 4.3 million, $ 4.4 million, and $ 4.9 million, for the years ended December 31, 2024, 2023 and 2022, respectively, and was included in interest expense. Unsecured Revolving Credit and Term Loan Facilities 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 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 F-20 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 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. The agreements governing both facilities 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, invalidity of loan documents, loss of real estate investment trust qualification, and occurrence of a change of control. As of December 31, 2024, we were in compliance with these covenants. Senior Unsecured Notes 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. 6. Accounts Payable and Accrued Expenses 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 Interest rate swap agreements liability — 85 Accrued interest payable 3,702 3,687 Total accounts payable and accrued expenses $ 132,016 $ 99,756 7. Financial Instruments and Fair Values Derivative Financial Instruments We use derivative financial instruments primarily to manage interest rate risk and such derivatives are not considered speculative. 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. We are exposed to credit risk in the event of non-performance by these counterparties; however, we currently do not anticipate that any of the counterparties will fail to meet their obligations. 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, 2024, we did no t have derivatives in a net liability position. F-21 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, 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, 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: (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 Interest rate swap $ 36,820 70 % of 1 Month SOFR 2.5000 % December 1, 2021 November 1, 2030 $ 759 $ — $ 64 $ — Interest rate swap 103,790 70 % of 1 Month SOFR 2.5000 % December 1, 2021 November 1, 2033 2,825 — — ( 85 ) Interest rate swap 10,710 70 % of 1 Month SOFR 1.7570 % December 1, 2021 November 1, 2033 743 — 546 — Interest rate swap 14,189 1 Month SOFR 2.2540 % December 1, 2021 November 1, 2030 754 — 782 — Interest rate cap — 70 % of 1 Month SOFR 4.5000 % December 1, 2021 October 1, 2024 — — — — Interest rate cap — 1 Month SOFR 5.5000 % December 1, 2021 October 1, 2024 — — 4 — Interest rate swap 175,000 SOFR Compound 2.5620 % August 31, 2022 December 31, 2026 4,895 — 5,637 — Interest rate swap 107,500 SOFR Compound 2.6260 % August 19, 2022 March 19, 2025 383 — 2,384 — 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): 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 (gain) loss reclassified from accumulated other comprehensive income (loss) into interest expense ( 7,111 ) ( 7,819 ) 7,230 F-22 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 The estimated fair values at December 31, 2024 and 2023 were determined by management, using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments. 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: December 31, 2024 Carrying Value Estimated Fair Value (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 $ — Mortgage notes payable 692,176 618,378 — — 618,378 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 (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-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. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein. 8. Leases Lessor We lease various commercial spaces to tenants over terms ranging from one to 30 years. 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 F-23 escalation. 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 consisted of the following: Year Ended December 31, (amounts in thousands) 2024 2023 2022 Fixed payments $ 540,357 $ 529,965 $ 531,740 Variable payments 74,239 67,354 59,308 Total rental revenue $ 614,596 $ 597,319 $ 591,048 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 2026 484,628 2027 467,741 2028 429,340 2029 361,535 Thereafter 1,851,338 $ 4,103,648 The above future minimum lease payments exclude tenant recoveries and the net accretion of above-market leases and below-market lease intangibles. Some leases are subject to termination options generally upon payment of a termination fee. The preceding table is prepared assuming such options are not exercised. Lessee 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 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. Right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The ground leases are due to expire between the years 2050 and 2077, inclusive of extension options, and have no variable payments or residual value guarantees. As our leases do not provide an implicit rate, we determined our incremental borrowing rate based on information available at the date of adoption of ASU No. 2016-02, Leases (Topic 842), in determining the present value of lease payments. The weighted average incremental borrowing rate used to calculate the right-of-use assets and lease liabilities as of December 31, 2024 was 4.5 %. Rent expense for lease payments related to our operating leases is recognized on a straight-line basis over the non-cancellable term of the leases. The weighted average remaining lease term as of December 31, 2024 was 45.5 years. As of December 31, 2024, the following table summarizes our future minimum lease payments discounted by our incremental borrowing rates to calculate the lease liabilities of our leases (amounts in thousands): F-24 2025 $ 1,518 2026 1,503 2027 1,482 2028 1,482 2029 1,482 Thereafter 59,283 Total undiscounted lease payments 66,750 Present value discount ( 38,553 ) Ground lease liabilities $ 28,197 9. Commitments and Contingencies Legal Proceedings Except as described below, as of December 31, 2024, we were not involved in any material litigation, nor, to our knowledge, was any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business such as disputes with tenants. 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. v. Peter L. 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 Offering, owned the fee title to the Empire State Building, filed an arbitration with the American Arbitration Association against Peter L. Malkin, Anthony E. Malkin, Thomas N. 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 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. In March 2015, the federal court action was stayed on consent of all parties pending the arbitration. 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 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. On September 27, 2021, a federal district court denied Respondents' petition to vacate and entered judgement in the aforementioned amount, inclusive of accumulated interest. Respondents appealed that ruling. On May 10, 2022, Respondents moved to dismiss the appeal and judgment on the grounds that a recent decision of the United States Supreme Court held that the federal courts have no subject matter jurisdiction over the case. On April 20, 2023, the federal appeals court granted the motion and the federal court action challenging the award was dismissed. On April 21, 2023, the Respondents filed a petition to vacate in part and otherwise confirm in New York State court. On April 28, 2023, the Claimants filed a petition to confirm in that same court. 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 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 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 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. Malkin, Peter L. Malkin and Thomas N. Keltner, Jr. have defense and indemnity rights from us with respect to this arbitration. Unfunded Capital Expenditures 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 F-25 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. We expect that these financing requirements will be met in a similar fashion. Concentration of Credit Risk Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, tenant and other receivables and deferred rent receivables. At December 31, 2024 , we held on deposit at various major financial institutions cash and cash equivalents and restricted cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation . Real Estate Investments Our properties are located in Manhattan and Brooklyn, New York; and Stamford, Connecticut. The ability of the tenants to honor the terms of their respective leases is dependent upon the economic, regulatory and social factors affecting the markets in which the tenants operate. We perform ongoing credit evaluations of our tenants for potential credit losses. Tenant Credit Evaluations Our investments in real estate properties are subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the risks normally associated with changes in general economic conditions, trends in the real estate industry, creditworthiness of tenants, competition of tenants and customers, changes in tax laws, interest rate levels, the availability and cost of financing, and potential liability under environmental and other laws. We may require tenants to provide some form of credit support such as corporate guarantees and/or other financial guarantees and we perform ongoing credit evaluations of tenants. Although the tenants operate in a variety of industries, to the extent we have a significant concentration of rental revenue from any single tenant, the inability of that tenant to make its lease payments could have an adverse effect on our Company. Major Customers and Other Concentrations 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, 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. Year Ended December 31, 2024 2023 2022 Empire State Building 31.9 % 29.6 % 29.9 % One Grand Central Place 12.7 % 12.8 % 12.4 % 111 West 33rd Street 10.9 % 10.8 % 11.2 % Asset Retirement Obligations We are required to accrue costs that we are legally obligated to incur on retirement of our properties which result from acquisition, construction, development and/or normal operation of such properties. Retirement includes sale, abandonment or disposal of a property. Under that standard, a conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement is conditional on a future event that may or may not be within a company’s control and a liability for a conditional asset retirement obligation must be recorded if the fair value of the obligation can be reasonably estimated. Environmental site assessments and investigations have identified asbestos or asbestos-containing building materials in certain of our properties. As of December 31, 2024, management has no plans to remove or alter these properties in a manner that would trigger federal and other applicable regulations for asbestos removal, and accordingly, the obligations to remove the asbestos or asbestos-containing building materials from these properties have indeterminable settlement dates. As such, we are unable to reasonably estimate the fair value of the associated conditional asset F-26 retirement obligation. However ongoing asbestos abatement, maintenance programs and other required documentation are carried out as required and related costs are expensed as incurred. Other Environmental Matters 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. 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. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials. 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. The presence of contamination or the failure to remediate contamination on our properties may adversely affect our ability to attract and/or retain tenants, and our ability to develop or sell or borrow against those properties. In addition to potential liability for cleanup costs, private plaintiffs may bring claims for personal injury, property damage or for similar reasons. Environmental laws also may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which that property may be used or how businesses may be operated on that property. Some of our properties are adjacent to or near other properties which are used for industrial or commercial purposes or have contained or currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. Releases from these properties could impact our properties. In addition, some of our properties have previously been used by former owners or tenants for commercial or industrial activities, e.g., gas stations and dry cleaners, and a portion of the Metro Tower site is currently used for automobile parking and was formerly leased to a fueling facility that may release petroleum products or other hazardous or toxic substances at such properties or to surrounding properties. While certain properties contain or contained uses that could have or have impacted our properties, we are not aware of any liabilities related to environmental contamination that we believe will have a material adverse effect on our operations. We have post-closing obligations related to the 69-97 and 103-107 Main Street, Westport, Connecticut properties that we sold in February 2023 to (i) close out a voluntary remediation program at 69-97 Main Street to address residual impacts of prior presence of underground storage tanks and (ii) comply with a consent order issued by the Connecticut Department of Environmental Protection to investigate soil conditions at 103-107 Main Street. 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. In addition, our properties are subject to various federal, state and local environmental and health and safety laws and regulations. Noncompliance with these laws and regulations could subject us or our tenants to liability. These liabilities could affect a tenant’s ability to make rental payments to us. Moreover, changes in laws could increase the potential costs of compliance with such laws and regulations or increase liability for noncompliance. 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 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 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 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. F-27 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. 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 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. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. 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 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. All such maintenance costs are expensed as incurred. However, we cannot be certain that we have identified all environmental liabilities at our properties, that all necessary remediation actions have been or will be undertaken at our properties or that we will be indemnified, in full or at all, in the event that such environmental liabilities arise. Insurance Coverage We carry insurance coverage on our properties of types and in amounts with deductibles that we believe are in line with coverage customarily obtained by owners of similar properties. Multiemployer Pension and Defined Contribution Plans We contribute to a number of multiemployer defined benefit pension plans under the terms of collective bargaining agreements that cover our union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following respects: • Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If we no longer employ union members, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. We participate in various unions. The union in which we have significant employees and costs is 32BJ. 32BJ We participate in the Building Service 32BJ ("Union") Pension Plan and Health Plan. The Pension Plan is a multi-employer, non-contributory defined benefit pension plan that was established under the terms of collective bargaining agreements between the Service Employees International Union, Local 32BJ, the Realty Advisory Board on Labor Relations, Inc. and certain other employers. 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 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 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 F-28 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. For the plan years ended June 30, 2024, 2023 and 2022, the Pension Plan received contributions from employers totaling $ 530.3 million, $ 317.9 million and $ 305.7 million, respectively. The Health Plan was established under the terms of collective bargaining agreements between the Union, the Realty Advisory Board on Labor Relations, Inc. and certain other employers. The Health Plan provides health and other benefits to eligible participants employed in the building service industry who are covered under collective bargaining agreements, or other written agreements, with the Union. The Health Plan is administered by a Board of Trustees with equal representation by the employers and the Union and operates under employer identification number 13-2928869. The Health Plan receives contributions in accordance with collective bargaining agreements or participation agreements. Generally, these agreements provide that the employers contribute to the Health Plan at a fixed rate on behalf of each covered employee. For the plan years ended June 30, 2024, 2023 and 2022, the Health Plan received contributions from employers totaling $ 1.7 billion, $ 1.9 billion and $ 1.6 billion, respectively. Term of Collective Bargaining Agreements Our collective bargaining agreement for Service Employees International Union Local 32BJ relating to commercial properties in New York City was renewed and commenced effective January 1, 2024 through December 31, 2027. We are in the process of negotiating a successor agreement to the collective bargaining agreement for Service Employees International Union Local 32BJ relating to our operations in the greater New York metropolitan area. We are also a signatory to another collective bargaining agreement for Service Employees International Union Local 32BJ with a term from April 21, 2022 through April 20, 2026 for our residential properties. Contributions 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): Year Ended December 31, Benefit Plan 2024 2023 2022 Pension Plans (pension and annuity) (1) $ 3,250 $ 3,671 $ 2,958 Health Plans (2) 8,636 8,812 8,618 Other (3) 370 434 460 Total plan contributions $ 12,256 $ 12,917 $ 12,036 (1) Pension plans include $ 0.9 million, $ 0.8 million and $ 0.8 million for the years ended 2024 , 2023 and 2022 , respectively, to multiemployer plans not discussed above. (2) Health plans include $ 1.6 million, $ 1.6 million and $ 1.5 million for the years ended 2024 , 2023 and 2022 , respectively, to multiemployer plans not discussed above. (3) Other consists of union costs which were not itemized between pension and health plans. 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 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. 10. Capital Shares and Units As of December 31, 2024, there were 166,404,831 shares of Class A common stock, 978,217 shares of Class B common stock and 106,768,138 operating partnership units outstanding. The controlling interest of 61.1 % is owned by ESRT. The other 38.9 % noncontrolling interest in the OP is diversified among various limited partners, some of whom include Company directors, senior management and employees. 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 F-29 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 $ 500.0 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. The timing, manner, price and amount of any repurchases will be determined by ESRT and us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. 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. 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 As of December 31, 2024, there were 4,664,038 Series 2019 Preferred Units ("Series 2019 Preferred Units") and 1,560,360 Series 2014 Private Perpetual Preferred Units ("Series 2014 Preferred Units"). The Series 2019 Preferred Units have a liquidation preference of $ 13.52 per unit and are entitled to receive cumulative preferential annual cash distributions of $ 0.70 per unit payable in arrears on a quarterly basis. The Series 2014 Preferred Units which have a liquidation preference of $ 16.62 per unit and are entitled to receive cumulative preferential annual cash distributions of $ 0.60 per unit payable in arrears on a quarterly basis. Both series are not redeemable at the option of the holders and are redeemable at our option only in the case of specific defined events. Distributions The following table summarizes the distributions paid on our operating partnership units for the years ended December 31, 2024, 2023 and 2022: Record Date Payment Date Amount per Operating Partnership Unit December 16, 2024 December 31, 2024 $ 0.035 September 16, 2024 September 30, 2024 $ 0.035 June 14, 2024 June 28, 2024 $ 0.035 March 15, 2024 March 28, 2024 $ 0.035 December 18, 2023 December 29, 2023 $ 0.035 September 15, 2023 September 29, 2023 $ 0.035 June 15, 2023 June 30, 2023 $ 0.035 March 15, 2023 March 31, 2023 $ 0.035 December 19, 2022 December 31, 2022 $ 0.035 September 15, 2022 September 30, 2022 $ 0.035 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. F-30 Incentive and Share-Based Compensation 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 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. and Empire State Realty OP, L.P. 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 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 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. Each LTIP unit awarded will be deemed equivalent to an award of one share of stock under the Plans, reducing the availability for other equity awards on a one -for-one basis. The vesting period for LTIP units, if any, will be determined at the time of issuance. Under the terms of the LTIP units, the Operating Partnership will revalue for tax purposes its assets upon the occurrence of certain specified events, and any increase in valuation from the time of one such event to the next such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of OP unitholders. Subject to any agreed upon exceptions, once vested and having achieved parity with OP unitholders, LTIP units are convertible into OP Units in the Operating Partnership on a one -for-one basis. LTIP units subject to time-based vesting, whether vested or not, receive the same per unit distributions as OP Units, which equal per share dividends (both regular and special) on our common stock. 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 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 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. An employee is retirement eligible when the employee attains the (i) age of 65 for awards granted in 2020 and after, and age of 60 for awards granted before 2020 and (ii) the date on which the employee has first completed the requisite years of continuous service with us or our affiliates. 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 F-31 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. Changes in estimate are accounted for in the period of change through a cumulative catch-up adjustment. Any forfeitures of share-based compensation awards are recognized as they occur. For the market-based LTIP units, the fair value of the awards was estimated using a Monte Carlo Simulation model and discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. Our stock price, along with the prices of the comparative indexes, is assumed to follow the Geometric Brownian Motion Process. Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on our stock price and the comparative indexes were estimated based on implied volatilities and historical volatilities using an appropriate look-back period. The expected growth rate of the stock prices over the performance period is determined with consideration of the risk-free rate as of the grant date. For LTIP unit awards that are time or performance based, the fair value of the awards was estimated based on the fair value of our stock at the grant date discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. 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 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 during the years ended December 31, 2024, 2023 and 2022 was estimated on the respective grant dates using the following assumptions: December 31, 2024 2023 2022 Expected life 2.0 to 5.3 years 2.0 to 5.3 years 2.0 to 5.3 years Dividend rate 1.6 % 1.7 % 2.0 % 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. The following is a summary of ESRT restricted stock and LTIP unit activity for the year ended December 31, 2024: ESRT Restricted Stock Time-based LTIPs Market-based LTIPs Performance-based LTIPs Weighted Average Grant Fair Value Unvested balance at December 31, 2023 598,289 3,297,550 2,738,812 1,276,363 $ 6.60 Vested ( 209,221 ) ( 1,167,148 ) ( 885,162 ) ( 2,208 ) 7.37 Granted 259,927 1,485,369 1,010,132 808,874 7.81 Forfeited or unearned ( 36,579 ) — ( 234,780 ) ( 4,930 ) 7.29 Unvested balance at December 31, 2024 612,416 3,615,771 2,629,002 2,078,099 $ 6.87 The total fair value of LTIP units and restricted stock that vested during 2024, 2023 and 2022 was $ 16.7 million, $ 13.3 million and $ 14.1 million, respectively. The time-based LTIPs and restricted stock awards are treated for accounting purposes as immediately vested upon the later of (i) the date the grantee attains the age of 60 or 65 , as applicable, and (ii) the date on which grantee has first completed the requisite years of continuous service with our Company or its affiliates. For award agreements that qualify, we recognize noncash compensation expense on the grant date for the time-based awards and ratably over the vesting period for the market-based and performance-based awards, and accordingly, we recognized $ 5.9 million, $ 2.8 million and $ 2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. 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 $ 16.6 million, $ 17.2 million and $ 18.7 million in noncash compensation expense for F-32 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. Earnings Per Unit 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. Share-based payment awards are included in the calculation of diluted income using the treasury stock method if dilutive. Earnings per unit is computed as follows: Year Ended December 31, (amounts in thousands, except per unit amounts) 2024 2023 2022 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 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 Denominator: Weighted average units outstanding - basic 264,706 263,226 268,337 Effect of dilutive securities: Stock-based compensation plans 4,313 2,407 1,611 Weighted average shares outstanding - diluted 269,019 265,633 269,948 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 . 11. Related Party Transactions Sale of Westport Retail Properties On February 1, 2023, we closed on the disposition of our retail assets located at 69-97 and 103-107 Main Street in Westport, Connecticut, for total consideration of $ 40.0 million, to an entity affiliated with our Chairman and Chief Executive Officer, Anthony E. Malkin (the “Westport Transaction”). The Company determined to make the sale to the related party entity after a marketed sale process conducted from February 2022 through August 2022 through a broker in which it received several third-party bids. Deals with third-party purchasers failed to materialize due to adverse changes in capital market conditions during that time. The Westport Transaction materialized due to timing because the related party entity had recently completed a sale of property and was in the market for exchange property to defer tax in a 1031 exchange, and the Company recently executed on the acquisition of 298 Mulberry Street. The $ 40.0 million valuation for the Westport Transaction is in the range of the bids the Company received during the marketed sale process. 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 was 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 F-33 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. The Westport Transaction process was completed in compliance with the Policy. 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. There were separate counsels and appraisals for both buyer and seller. Tax Protection Agreements In 2013, we and ESRT entered into a tax protection agreement with Anthony E. Malkin and Peter L. 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 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. Malkin consents to the sale, exchange, transfer or other disposition; or (2) we deliver to each protected party thereunder a cash payment intended to approximate the tax liability arising from the recognition of the pre-contribution built-in gain resulting from the sale, exchange, transfer or other disposition of such protected asset (with the pre-contribution “built-in gain” being not more than the taxable gain that would have been recognized by such protected party if the protected asset been sold for fair market value in a taxable transaction at the time of the consolidation) plus an additional amount so that, after the payment of all taxes on amounts received pursuant to the agreement (including any tax liability incurred as a result of receiving such payment), the protected party retains an amount equal to such protected party’s total tax liability incurred as a result of the recognition of the pre-contribution built-in gain pursuant to such sale, exchange, transfer or other disposition; or (3) the disposition does not result in a recognition of any built-in gain by the protected party. Second, with respect to the Malkin Group, including Anthony E. Malkin and Peter L. Malkin, and one additional third-party investor in Metro Center (who was one of the original landowners and was involved in the development of the property), to protect against gain recognition resulting from a reduction in such continuing investor’s share of our liabilities, the agreement provides that during the period from October 7, 2013 until such continuing investor owns less than the aggregate number of operating partnership units and shares of ESRT common stock equal to 50 % of the aggregate number of such units and shares such investor received in the formation transactions, which we refer to in this section as the tax protection period, we will (i) refrain from prepaying any amounts outstanding under any indebtedness secured by the protected assets and (ii) use our commercially reasonable efforts to refinance such indebtedness at or prior to maturity at its current principal amount, or, if we are unable to refinance such indebtedness at its current principal amount, at the highest principal amount possible. The agreement also provides that, during the tax protection period, we will make available to such continuing investors the opportunity (i) to enter into a “bottom dollar” guarantee of their allocable share of $ 160.0 million of our aggregate indebtedness meeting certain requirements or (ii) in the event we have recourse debt outstanding and such a continuing investor agrees, in lieu of guaranteeing debt pursuant to clause (i) above, to enter into a deficit restoration obligation, in each case, in a manner intended to provide an allocation of our liabilities to the continuing investor. In the event that a continuing investor guarantees our debt, such continuing investor will be responsible, under certain circumstances, for the repayment of the guaranteed amount to the lender in the event that the lender would otherwise recognize a loss on the loan, such as, for example, if property securing the loan was foreclosed and the value was not sufficient to repay a certain amount of the debt. 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 F-34 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. Treasury Regulations issued under Section 704(c) of the Code provide partnerships with a choice of several methods of allocating book-tax differences. Under the tax protection agreement, we have agreed to use the “traditional method” for accounting for book-tax differences for the properties acquired by us in the consolidation. Under the traditional method, which is the least favorable method from our perspective, the carryover basis of the acquired properties in our hands (i) may cause us to be allocated lower amounts of depreciation and other deductions for tax purposes than would be allocated to us if all of the acquired properties were to have a tax basis equal to their fair market value at the time of acquisition and (ii) in the event of a sale of such properties, could cause us to be allocated gain in excess of its corresponding economic or book gain (or taxable loss that is less than its economic or book loss), with a corresponding benefit to the partners transferring such properties to us for interests in us. In 2016, we entered into a tax protection agreement with Q REIT Holding LLC, a Qatar Financial Centre limited liability company and a wholly owned subsidiary of the Qatar Investment Authority, a governmental authority of the State of Qatar ("QREIT", and together with any eligible transferee, "QIA"). Subject to certain minimum thresholds and conditions, ESRT will indemnify QIA for certain applicable U.S. federal and state taxes payable by QIA in connection with dividends paid by ESRT on the QIA shares that are attributable to capital gains from the sale or exchange of any U.S. real property interests. ESRT's obligation to indemnify QIA will terminate one year following the date on which the sum of the QIA shares then owned by QIA falls below 10 % of ESRT outstanding common shares. Registration Rights We entered into a registration rights agreement with certain persons receiving shares of ESRT common stock or operating partnership units in the formation transactions, including certain members of ESRT's senior management team and our other continuing investors. In connection therewith, we have filed, and are obligated to maintain the effectiveness of, an automatically effective shelf registration statement, along with a prospectus supplement, with respect to, among other things, shares of ESRT Class A common stock that may be issued upon redemption of operating partnership units or issued upon conversion of shares of ESRT Class B common stock to continuing investors in the public existing entities. Pursuant to the registration rights agreement, under certain circumstances, ESRT will also be required to undertake an underwritten offering upon the written request of the Malkin Group, which we refer to as the holder, provided (i) the registrable shares to be registered in such offering will have a market value of at least $ 150.0 million, (ii) ESRT will not be obligated to effect more than two underwritten offerings during any 12-month period; and (iii) the holder will not have the ability to effect more than four underwritten offerings. In addition, if ESRT files a registration statement with respect to an underwritten offering for its own account or on behalf of the holder, the holder will have the right, subject to certain limitations, to register such number of registrable shares held by him, her or it as each such holder requests. With respect to underwritten offerings on behalf of the holder, ESRT will have the right to register such number of primary shares as it requests; provided, however, that if cut backs are required by the managing underwriters of such an offering, ESRT's primary shares shall be cutback first (but in no event will our shares be cut back to less than $ 25.0 million). ESRT has also agreed to indemnify the persons receiving rights against specified liabilities, including certain potential liabilities arising under the Securities Act, or to contribute to the payments such persons may be required to make in respect thereof. ESRT has agreed to pay all of the expenses relating to the registration and any underwritten offerings of such securities, including, without limitation, all registration, listing, filing and stock exchange or FINRA fees, all fees and expenses of complying with securities or “blue sky” laws, all printing expenses and all fees and disbursements of counsel and independent public accountants retained by ESRT, but excluding underwriting discounts and commissions, any out-of-pocket expenses (except ESRT will pay any holder’s out-of-pocket fees (including disbursements of such holder’s counsel, accountants and other advisors) up to $ 25,000 in the aggregate for each underwritten offering and each filing of a resale shelf registration statement or demand registration statement), and any transfer taxes. Employment Agreement and Change in Control Severance Agreements F-35 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 Stephen V. Horn. Indemnification of Our Directors and Officers We entered into indemnification agreements with each of ESRT's directors, executive officers, chairman emeritus and certain other parties, providing for the indemnification by us for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against (i) ESRT's directors, executive officers and chairman emeritus and (ii) ESRT's executive officers, chairman emeritus and certain other parties who are former members, managers, securityholders, directors, limited partners, general partners, officers or controlling persons of our predecessor in such capacities. Excluded Properties and Businesses The Malkin Group, including Anthony E. Malkin, our Chairman and Chief Executive Officer, owns non-controlling interests in, and Anthony E. Malkin and Peter L. 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). We refer to the non-controlling interests described above collectively as the excluded properties. In addition, the Malkin Group owns interests in one senior equity fund and three property managers, which we refer to collectively as the excluded businesses. We do not believe that the excluded properties or the excluded businesses are consistent with our current commercial portfolio or strategic direction. Pursuant to management and/or service agreements with the owners of interests in those excluded properties and businesses, we are designated as the asset manager (supervisor) and/or property manager of the excluded properties, provide services to certain of the excluded properties and the other excluded businesses. As the manager or service provider, we are paid a management or other fee with respect to those excluded properties and businesses where our predecessor had previously received a management fee and reimbursed for our costs in providing the management and other services to those excluded properties and businesses where our predecessor had not previously received a management fee. Our management of the excluded properties and provision of services to the three residential property managers and the existing managers of the other excluded businesses represent a minimal portion of our overall business. There is no established time period in which we will continue to provide such services; and Peter L. Malkin and Anthony E. Malkin expect to sell certain properties or unwind these businesses over time. We are not precluded from acquiring all or certain interests in the excluded properties or businesses. If we were to attempt any such acquisition, we anticipate that Anthony E. Malkin, our Chairman and Chief Executive Officer, will not participate in the negotiation process on our behalf with respect to our potential acquisition of any of these excluded properties or businesses, and the approval of a majority of our independent directors will be required to approve any such acquisition. Services are and were provided by us to excluded properties and businesses. These transactions are reflected in our consolidated statements of operations as third-party management and other fees. 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 during each of the years ended December 31, 2024, 2023 and 2022. Other We receive rent generally at market rental rate for 5,447 square feet of leased space from entities affiliated with Anthony E. Malkin at one of our properties. Under the lease, the tenant has the right to cancel such lease without special payment on 90 days’ notice. We also have a shared use agreement with such tenant to occupy a portion of the leased premises as the office location for Peter L. Malkin, our chairman emeritus and employee, utilizing approximately 15 % of the space, for which we pay to such tenant an allocable pro rata share of the cost. We also have agreements with these entities and excluded properties and businesses to provide them with general computer-related support services. 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. F-36 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. 12. Income Taxes 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 Current: Federal $ ( 1,044 ) $ ( 783 ) $ ( 319 ) State and local ( 1,368 ) ( 695 ) ( 227 ) Total current ( 2,412 ) ( 1,478 ) ( 546 ) Deferred: Federal ( 297 ) ( 710 ) ( 264 ) State and local 21 ( 527 ) ( 736 ) Total deferred ( 276 ) ( 1,237 ) ( 1,000 ) Income tax expense $ ( 2,688 ) $ ( 2,715 ) $ ( 1,546 ) As of December 31, 2024, Empire State Realty Trust, Inc. had $ 103.0 million of NOL carryforwards that may be used in the future to reduce the amount otherwise required to be distributed by ESRT to meet REIT requirements. However, for federal income tax purposes, the NOL will not be able to offset more than 80% of ESRT’s REIT taxable income and may not be able to reduce the amount required to be distributed by ESRT to meet REIT requirements to zero. The federal NOL may be carried forward indefinitely. Other limitations may apply to ESRT’s ability to use its NOL to offset taxable income. 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: 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: December 31, (amounts in thousands) 2024 2023 Deferred tax assets: Deferred revenue on unredeemed Observatory admission ticket sales $ 676 $ 616 Federal net operating loss carryforward credit — 328 New York State net operating loss carryforward credit — — New York City net operating loss carryforward credit — — Other deferred tax assets 253 161 Deferred tax assets $ 929 $ 1,105 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, 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. This determination is based on the Observatory TRS’s anticipated future taxable income and the reversal of the deferred tax asset. F-37 As of December 31, 2024, 2023 and 2022, the TRS entities have no amount of unrecognized tax benefits. 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. 13. Segment Reporting 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. Our real estate segment includes all activities related to the ownership, management, operation, acquisition, redevelopment, repositioning and disposition of our traditional real estate assets. Our Observatory segment operates the 86th and 102nd floor observatories at the Empire State Building. These two lines of businesses are managed separately because each business requires different support infrastructures, provides different services and has dissimilar economic characteristics such as investments needed, stream of revenues and marketing strategies. We account for intersegment sales and rents as if the sales or rents were to third parties, that is, at current market prices. 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 Revenues: Revenue, excluding third-party management and other fees $ 630,376 $ 136,377 $ — $ 766,753 Intercompany rental revenue 83,477 — ( 83,477 ) — Total revenues 713,853 136,377 ( 83,477 ) 766,753 Segment operating expenses: Property operating expenses 179,175 — — 179,175 Observatory expenses — 36,834 — 36,834 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 (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 Revenues: Revenue, excluding third-party management and other fees $ 608,855 $ 129,366 $ — $ 738,221 Intercompany rental revenue 80,514 — ( 80,514 ) — Total revenues 689,369 129,366 ( 80,514 ) 738,221 Segment operating expenses: Property operating expenses 167,324 — — 167,324 Observatory expenses — 35,265 — 35,265 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 F-38 (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 Revenues: Revenue, excluding third-party management and other fees $ 619,702 $ 105,978 $ — $ 725,680 Intercompany rental revenue 65,005 — ( 65,005 ) — Total revenues 684,707 105,978 ( 65,005 ) 725,680 Segment operating expenses: Property operating expenses 157,935 — — 157,935 Observatory expenses — 31,036 — 31,036 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 Net income $ 80,359 $ 84,407 $ 63,212 Add: General and administrative expenses 70,234 63,939 61,765 Depreciation and amortization 184,818 189,911 216,894 Interest expense 105,239 101,484 101,206 Interest expense associated with property in receivership 4,471 — — Loss on early extinguishment of debt 553 — — Income tax expense 2,688 2,715 1,546 Less: 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 14. Subsequent Events None. F-39 Empire State Realty OP, L.P. Schedule III—Real Estate and Accumulated Depreciation (amounts in thousands) Initial Cost to the Company Cost Capitalized Subsequent to Acquisition Gross Amount at which Carried at 12/31/24 Life on which depreciation in latest income statement is computed Development Type Encumbrances Land and Development Costs Building & Improvements Improvements Carrying Costs Land and Development Costs Buildings & Improvements Total Accumulated Depreciation Date of Construction Date Acquired 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 10 Union Square, New York, NY retail 49,916 5,003 12,866 7,142 n/a 5,003 20,008 25,011 ( 10,880 ) 1987 1996 various 1542 Third Avenue, New York, NY retail 29,888 2,239 15,266 595 n/a 2,239 15,861 18,100 ( 10,198 ) 1991 1999 various 1010 Third Avenue, New York, NY and 77 West 55th Street, New York, NY retail 33,877 4,462 15,819 4,285 n/a 4,462 20,104 24,566 ( 11,565 ) 1962 1998 various 345 E 94th Street, New York, NY multi-family 48,271 44,228 55,766 6,252 n/a 44,228 62,018 106,246 ( 5,376 ) 2000 2021 various Victory 561 10th Ave, New York, NY multi-family 123,112 91,437 124,997 4,844 n/a 91,437 129,841 221,278 ( 11,344 ) 2004 2021 various 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 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 2023 various 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 2024 various 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. F-40 Empire State Realty OP, L.P. Notes to Schedule III—Real Estate and Accumulated Depreciation (amounts in thousands) 1 . Reconciliation of Investment Properties The changes in our investment properties for the years ended December 31, 2024, 2023 and 2022 are as follows: 2024 2023 2022 Balance, beginning of year $ 3,655,192 $ 3,551,449 $ 3,500,917 Acquisition of new properties 191,750 25,787 110,444 Improvements 192,883 106,792 79,070 Property classified as held for sale — — ( 61,965 ) Disposals ( 253,172 ) ( 28,836 ) ( 77,017 ) Balance, end of year $ 3,786,653 $ 3,655,192 $ 3,551,449 The unaudited aggregate cost of investment properties for federal income tax purposes as of December 31, 2024 was $ 4.0 billion. 2 . Reconciliation of Accumulated Depreciation The changes in our accumulated depreciation for the years ended December 31, 2024, 2023 and 2022 are as follows: 2024 2023 2022 Balance, beginning of year $ 1,250,062 $ 1,137,267 $ 1,072,938 Depreciation expense 157,153 158,879 179,872 Property classified as held for sale — — ( 30,315 ) Disposals ( 133,022 ) ( 46,084 ) ( 85,228 ) Balance, end of year $ 1,274,193 $ 1,250,062 $ 1,137,267 Depreciation of investment properties reflected in the combined statements of income is calculated over the estimated original lives of the assets as follows: Buildings 39 years or useful life Building improvements 39 years or useful life Tenant improvements Term of related lease F-41