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Item 1. Financial Statements

2025-05-07 compared with 2024-11-08 · 216 added, 305 removed, 619 unchanged (46% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(amounts in thousands, except per unit amounts) September 30, 2024 December 31, 2023

(amounts in thousands, except per unit amounts) March 31, 2025 December 31, 2024

ASSETS (unaudited)

50 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(amounts in thousands, except per unit amounts) 2025 2024

22 unchanged sentences

Income before income taxes 15,159 9,560

Income tax expense ( 1,442 ) ( 1,409 ) ( 1,537 ) ( 923 )

Income tax benefit 619 655

Net income 15,778 10,215

12 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(amounts in thousands) 2025 2024

11 unchanged sentences

Condensed Consolidated Statements of Capital

For The Three Months Ended September 30, 2024 and 2023

(amounts in thousands)

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

General Partner Limited Partners

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

Balance at June 30, 2024 6,224 $ 29,940 165,465 $ 1,011,279 82,238 $ 701,933 19,048 $ 6,116 4,889 $ 1,236 2,537 $ 712 $ — $ 1,751,216

Conversion of operating partnership units to ESRT Partner's Capital — — 1,037 2,944 ( 315 ) ( 2,706 ) ( 509 ) ( 177 ) ( 137 ) ( 38 ) ( 76 ) ( 23 ) — —

Repurchases of common units — — — — — — — — — — — — — —

Equity compensation — — ( 14 ) 495 ( 11 ) 5,257 — — — — — — — 5,752

Distributions — ( 1,050 ) — ( 5,824 ) — ( 2,868 ) — ( 650 ) — ( 167 ) — ( 86 ) — ( 10,645 )

Net income — 1,050 — 13,541 — 6,046 — 1,529 — 413 — 217 — 22,796

Other comprehensive loss — — — ( 7,319 ) — ( 3,280 ) — ( 857 ) — ( 224 ) — ( 118 ) — ( 11,798 )

Balance at September 30, 2024 6,224 $ 29,940 166,488 $ 1,015,116 81,912 $ 704,382 18,539 $ 5,961 4,752 $ 1,220 2,461 $ 702 $ — $ 1,757,321

General Partner Limited Partners

Balance at June 30, 2023 6,224 $ 29,940 160,830 $ 965,950 81,611 $ 695,416 20,426 $ 3,810 5,380 $ 681 2,669 $ 375 $ 15,440 $ 1,711,612

Conversion of operating partnership units to ESRT Partner's Capital — — 1,506 10,663 ( 1,244 ) ( 10,616 ) ( 183 ) ( 36 ) ( 55 ) ( 8 ) ( 24 ) ( 3 ) — —

Contributions to consolidated joint ventures — — — — — — — — — — — — 75 75

Repurchases of common units — — — — — — — — — — — — — —

Equity compensation — — ( 2 ) 449 36 4,540 — — — — — — — 4,989

Distributions — ( 1,050 ) — ( 5,683 ) — ( 2,814 ) — ( 708 ) — ( 187 ) — ( 92 ) — ( 10,534 )

Net income — 1,050 — 11,560 — 5,208 — 1,417 — 394 — 188 111 19,928

Other comprehensive income — — — 4,144 — 1,893 — 524 — 142 — 67 480 7,250

Balance at September 30, 2023 6,224 $ 29,940 162,334 $ 987,083 80,403 $ 693,627 20,243 $ 5,007 5,325 $ 1,022 2,645 $ 535 $ 16,106 $ 1,733,320

Empire State Realty OP, L.P.

Condensed Consolidated Statements of Capital

For The Nine Months Ended September 30, 2024 and 2023

(amounts in thousands)

For The Three Months Ended March 31, 2025 and 2024

General Partner Limited Partners

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

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

Conversion of operating partnership units to ESRT Partner's Capital — — 533 1,585 ( 166 ) ( 1,445 ) ( 312 ) ( 122 ) ( 27 ) ( 8 ) ( 28 ) ( 10 ) — —

Repurchases of common units — — — — — — — — — — — — — —

Acquisition of non-controlling interests in other partnerships — — — 114 — — — — — — — — ( 15,411 ) ( 15,297 )

Equity compensation — — 154 ( 327 ) 4,427 4,410 — — — — — — — 4,083

2 unchanged sentences

Other comprehensive loss — — — ( 3,234 ) — ( 1,451 ) — ( 346 ) — ( 88 ) — ( 46 ) — ( 5,165 )

Balance at September 30, 2024 6,224 $ 29,940 166,488 $ 1,015,116 81,912 $ 704,382 18,539 $ 5,961 4,752 $ 1,220 2,461 $ 702 $ — $ 1,757,321

Balance at March 31, 2025 6,224 $ 29,940 168,070 $ 1,032,060 85,866 $ 714,575 17,869 $ 7,017 4,562 $ 1,430 2,365 $ 853 $ — $ 1,785,875

General Partner Limited Partners

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 to ESRT Partner's Capital — — 1,566 7,132 ( 807 ) ( 6,981 ) ( 560 ) ( 121 ) ( 153 ) ( 22 ) ( 46 ) ( 8 ) — —

Contributions from consolidated joint ventures — — — — — — — — — — — — 187 187

Repurchases of common units — — — — — — — — — — — — — —

Acquisition of non-controlling interests in other partnerships — — — 114 — — — — — — — — ( 15,411 ) ( 15,297 )

Equity compensation — — 186 ( 260 ) 2,884 3,709 — — — — — — — 3,449

2 unchanged sentences

Other comprehensive income — — — 3,722 — 1,572 — 417 — 107 — 56 — 5,874

Balance at September 30, 2023 6,224 $ 29,940 162,334 $ 987,083 80,403 $ 693,627 20,243 $ 5,007 5,325 $ 1,022 2,645 $ 535 $ 16,106 $ 1,733,320

Balance at March 31, 2024 6,224 $ 29,940 164,798 $ 996,122 82,266 $ 692,575 19,387 $ 4,722 4,991 $ 863 2,573 $ 512 $ — $ 1,724,734

The accompanying notes are an integral part of these consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(amounts in thousands) 2025 2024

20 unchanged sentences

Additions to building and improvements ( 42,063 ) ( 53,000 )

Acquisition of real estate property ( 143,431 ) ( 26,910 )

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

Reduction of cash from derecognition of assets ( 12,876 ) —

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

Development costs — ( 9 )

Net proceeds from disposition of property — 88,910

Net cash used in investing activities ( 42,063 ) ( 71,269 )

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (continued)

Nine Months Ended September 30,

Three Months Ended March 31,

(amounts in thousands) 2025 2024

Cash Flows From Financing Activities

Proceeds from unsecured senior notes 225,000 —

Repayment of unsecured senior notes ( 100,000 ) —

Proceeds from unsecured revolving credit facility — 120,000

Repayment of unsecured revolving credit facility ( 120,000 ) —

Proceeds from unsecured term loan — 95,000

2 unchanged sentences

Deferred financing costs ( 404 ) ( 9,280 )

Contributions from consolidated joint ventures — 187

Repurchases of common units — ( 13,105 )

Taxes paid on withholding shares ( 897 ) —

Private perpetual preferred unit distributions ( 1,050 ) ( 1,050 )

Distributions ( 9,733 ) ( 9,502 )

Net cash provided by (used in) financing activities 170,573 ( 50,394 )

Net increase in cash and cash equivalents and restricted cash 62,963 106,275

Net cash used in financing activities ( 232,973 ) ( 21,302 )

Net decrease in cash and cash equivalents and restricted cash ( 191,890 ) ( 21,645 )

Cash and cash equivalents and restricted cash—beginning of period 429,302 406,956

14 unchanged sentences

Derivative instruments at fair values included in prepaid expenses and other assets 7,035 16,726

Derivative instruments at fair values included in accounts payable and accrued expenses 2,143 —

Contract asset ( 171,003 ) —

10 unchanged sentences

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

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

ESRT), a NYC-focused real estate investment trust ("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.

2 unchanged sentences

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

As of September 30, 2024, our portfolio was comprised of approximately 7.8 million rentable square feet of office space, 0.7 million rentable square feet of retail space and 732 residential units.

As of March 31, 2025, our portfolio was comprised of approximately 7.9 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).

3 unchanged sentences

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 September 30, 2024, ESRT owned approximately 60.7 % of our operating partnership units.

As of March 31, 2025, ESRT owned approximately 60.3 % of our operating partnership units.

Summary of Significant Accounting Policies

There have been no material changes to the summary of significant accounting policies included in the "Summary of Significant Accounting Policies" section in our Annual Report on Form 10-K/A for the year ended December 31, 2023 (the “Annual Report”).

There have been no material changes to the summary of significant accounting policies included in the "Summary of Significant Accounting Policies" section in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

Basis of Quarterly Presentation and Principles of Consolidation

15 unchanged sentences

The primary beneficiary is required to consolidate the VIE.

As of September 30, 2024, we had a variable interest in and are deemed to be the primary beneficiary of the September 2024 acquisition of the North 6 th Street Collection.

We had no VIEs as of December 31, 2023.

At December 31, 2024 we were the primary beneficiary of a variable interest in 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, most of which were completed as of March 31, 2025 and the intermediary entities assigned its ownership interests in these entities to us.

At March 31, 2025 we remained the primary beneficiary of a variable interest in one of the intermediary entities.

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

11 unchanged sentences

Property Acquisitions

In September 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 $ 143.0 million.

Subsequent to quarter-end, in October 2024, we closed on the acquisition of additional retail properties on North 6 th Street in Williamsburg, Brooklyn for approximately $ 52.0 million.

In September 2024, we also entered into an additional purchase agreement relating to the acquisition of a separate retail property on North 6 th Street for approximately $ 30.0 million.

This acquisition is subject to customary closing conditions.

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.

The following table summarizes properties acquired during the nine and twelve months ended September 30, 2024 and December 31, 2023, respectively (amounts in thousands):

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 an aggregate purchase price of $ 195.0 million.

The following table summarizes the purchase price allocation of this acquisition (amounts in thousands):

Property Date Acquired Land Building and Improvements Assets Liabilities Total

The North 6 th Street Collection (1)

9/25/2024 $ 33,361 $ 106,392 $ 7,374 $ ( 3,696 ) $ 143,431

The North 6 th Street Collection (2)

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

(1) Includes total capitalized net transaction costs of $ 0.4 million.

(2) Includes total capitalized transaction costs of $ 0.7 million.

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

(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.

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

The acquisition is anticipated to close in mid-2025.

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

1 unchanged sentence

Property Dispositions

The following table summarizes properties disposed of during the nine and twelve months ended September 30, 2024 and December 31, 2023, respectively (amounts in thousands):

Property Date of Disposal Sales Price Gain on Disposition

First Stamford Place, Stamford, Connecticut 5/22/2024 N/A $ 12,065

500 Mamaroneck Avenue, Harrison, New York (1)

4/5/2023 $ 53,000 $ 11,075

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

(1) 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.

The following table summarizes properties disposed of during the three and twelve months ended March 31, 2025 and December 31, 2024, respectively (amounts in thousands):

Property Date of Disposal Sales Price (1)

Gain on Disposition (2)

First Stamford Place, Stamford, Connecticut 5/22/2024 $ 165,807 $ 26,472

(1) We transferred the First Stamford Place, which was encumbered by mortgage and other debt obligations of $ 165.8 million back to the lender in consensual foreclosure and recognized non-cash gain upon the disposition.

(2) Gain on disposition includes $ 13.2 million and $ 13.3 million for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively.

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 condensed consolidated balance sheet and recognized a gain in the condensed consolidated statements of operations of $ 1.3 million and $ 12.1 million for the three and nine months ended September 30, 2024, respectively.

We also recorded a contract asset of $ 168.7 million that represents the amount of obligation 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 $ 3.5 million are included in debt associated with property under receivership and accrued interest associated with property under receivership, respectively, in our condensed consolidated balance sheet as of September 30, 2024.

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

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

We also recorded a contract asset of $ 170.4 million that represented the consideration not yet received for the senior mortgage obligation, including applicable accrued interest, we expected to be released upon the final resolution of the foreclosure process on First Stamford Place.

On February 5, 2025, the consensual foreclosure of First Stamford Place was completed and we were released of the senior mortgage obligation and derecognized the related contract asset.

In connection with the completion of the consensual foreclosure we concluded that we are no longer the primary beneficiary of the entity that holds the First Stamford Place mezzanine debt obligation as we no longer have the power to direct the activities that most significantly impact the VIE's economic performance, nor the right to receive the benefits from the VIE.

As a result, the entity was deconsolidated during the three months ended March 31, 2025 and we recognized a gain of $ 13.2 million representing other obligations relating to First Stamford Place.

The gain is included as a component of gain on disposition of property in the accompanying condensed consolidated statement of operations.

Deferred Costs, Acquired Lease Intangibles and Goodwill

Deferred costs, net, consisted of the following:

(amounts in thousands) September 30, 2024 December 31, 2023

(amounts in thousands) March 31, 2025 December 31, 2024

Deferred leasing costs $ 220,044 $ 230,836

4 unchanged sentences

Total deferred costs, net, excluding net deferred financing costs 173,023 175,080

Deferred financing costs associated with the unsecured revolving credit facility, net of accumulated amortization of $ 7,252 and $ 5,709 , respectively (Note 5)

Deferred financing costs, net, of accumulated amortization of $ 8,313 and $ 7,783 , respectively (See Note 5)

Total deferred costs, net $ 181,802 $ 183,987

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

(amounts in thousands) September 30, 2024 December 31, 2023

(amounts in thousands) March 31, 2025 December 31, 2024

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

2 unchanged sentences

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

(amounts in thousands) September 30, 2024 December 31, 2023

(amounts in thousands) March 31, 2025 December 31, 2024

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

2 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(amounts in thousands) 2025 2024

4 unchanged sentences

Amortization related to acquired in-place lease value 1,408 1,286

As of September 30, 2024 and December 31, 2023, we had goodwill of $ 491.5 million.

As of March 31, 2025 and December 31, 2024, we had goodwill of $ 491.5 million.

Goodwill was allocated $ 227.5 million to the Observatory reportable segment and $ 264.0 million to the real estate reportable segment.

6 unchanged sentences

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

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

Debt consisted of the following:

Principal Balance As of September 30, 2024

Principal Balance As of March 31, 2025

(amounts in thousands)

September 30, 2024 December 31, 2023 Stated

March 31, 2025 December 31, 2024 Stated

Rate Effective

Fixed rate mortgage debt:

First Stamford Place (3)

$ — $ 175,860 — — —

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

40 unchanged sentences

______________

(1) The effective rate is the yield as of September 30, 2024 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements.

(1) The effective rate is the yield as of March 31, 2025 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 P lace 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 condensed consolidated balance sheet.

As of September 30, 2024, this debt consists of $ 164 million mortgage loan bearing interest at 4.09 % and a $ 11.9 million loan bearing interest at 6.25 %.

See also 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 will be interest only at the same interest rate of 3.59 %, with a maturity of November 2029, inclusive of a one-year extension option.

(5) At September 30, 2024, we were in compliance with all debt covenants.

(3) Assumes extension options are exercised for the 2029 maturities of the term loan, revolving credit facility and Metro Center mortgage.

(4) At March 31, 2025, we were in compliance with all debt covenants.

Principal Payments

Aggregate required principal payments at September 30, 2024 are as follows (amounts in thousands):

Aggregate required principal payments at March 31, 2025 are as follows (amounts in thousands):

Year Amortization Maturities Total

9 unchanged sentences

(amounts in thousands)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Deferred financing costs, included as a component of net debt $ 32,225 $ 36,309

Deferred financings costs, included as a component of net deferred costs (Note 4) 16,623 8,586

Deferred financings costs, included as a component of net deferred costs (See Note 4) 17,092 16,638

Total deferred financing costs $ 49,317 $ 52,947

1 unchanged sentence

Total deferred financing costs, net $ 18,340 $ 18,977

Amortization expense related to deferred financing costs was $ 1.1 million and $ 3.2 million for the three and nine months ended September 30, 2024, respectively, and $ 1.1 million and $ 3.3 million for the three and nine months ended September 30, 2023, respectively.

Amortization expense related to deferred financing costs was $ 1.1 million and $ 1.0 million for the three months ended March 31, 2025 and 2024, respectively.

Unsecured Revolving Credit and Term Loan Facilities

6 unchanged sentences

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 September 30, 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 18, 2025, we repaid the $ 120.0 million borrowings previously drawn on the Revolving Credit Facility.

As of March 31, 2025 , we had no borrowings under 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”).

3 unchanged sentences

We may request the Wells Term Loan Facility be increased through one or more increases or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $ 225.0 million.

As of September 30, 2024 , our borrowings amounted to $ 175.0 million under the Wells Term Loan Facility.

As of March 31, 2025 , 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.

1 unchanged sentence

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 REIT qualification, and occurrence of a change of control.

As of September 30, 2024, we were in compliance with these covenants.

As of March 31, 2025, we were in compliance with these covenants.

Senior Unsecured Notes

On April 10, 2024, we entered into a Purchase Agreement pursuant to which we issued and sold an aggregate $ 225 million principal amount of notes, consisting of (a) $ 155 million aggregate principal amount of 7.20 % Series I Green Guaranteed Senior Notes due June 17, 2029, (b) $ 45 million aggregate principal amount of 7.32 % Series J Green Guaranteed Senior Notes due June 17, 2031 and (c) $ 25 million aggregate principal amount of 7.41 % Series K Green Guaranteed Senior Notes due June 17, 2034.

The sale of the Series I-K notes closed on June 17, 2024.

The issue price for the notes was 100 % of the aggregate principal amount thereof.

Pursuant to the terms of the Purchase Agreement, we may prepay all or a portion of the notes upon notice to the holders at a price equal to 100 % of the principal amount plus a make-whole premium as set forth in the Purchase Agreement.

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

On March 27, 2025, the Series A senior unsecured notes matured and the aggregate principal amount of $ 100.0 million was repaid.

The notes had a stated interest rate of 3.93 %.

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

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 agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of REIT qualification.

As of September 30, 2024, we were in compliance with these covenants.

As of March 31, 2025, we were in compliance with these covenants.

Accounts Payable and Accrued Expenses

1 unchanged sentence

(amounts in thousands)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Capital expenditures included in accounts payable and accrued expenses $ 79,042 $ 73,535

Accounts payable and accrued expenses 48,394 54,779

Interest rate swap agreements liability 2,143 85

Accrued interest payable 7,862 3,702

8 unchanged sentences

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 September 30, 2024, the fair value of derivatives in a net liability position, that includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $ 2.1 million.

If we had breached any of these

provisions at September 30, 2024, we could have been required to settle our obligations under the agreements at their termination value of $ 2.1 million.

As of September 30, 2024 and December 31, 2023, we had interest rate swaps and caps with an aggregate notional value of $ 680.4 million and $ 573.2 million, respectively.

As of March 31, 2025, we did no t have derivatives in a net liability position.

As of March 31, 2025 and December 31, 2024, we had interest rate swaps and caps with an aggregate notional value of $ 448.5 million and $ 664.0 million, respectively.

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

As of September 30, 2024, the fair value of our derivative instruments in an asset position amounted to $ 5.7 million, which is included in prepaid expenses and other assets, and the fair value of our derivative instruments in a liability position amounted to $ 2.1 million, that is included in accounts payable and accrued expenses on the consolidated balance sheet on the condensed consolidated balance sheet.

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

As of March 31, 2025 and December 31, 2024, the fair value of our derivative instruments in an asset position amounted to $ 7.0 million and $ 13.1 million, respectively, which is included in prepaid expenses and other assets on the condensed 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 September 30, 2024 and 2023, our cash flow hedges are deemed highly effective and a net unrealized loss of $( 11.8 ) million and $( 3.7 ) million for the three and nine months ended September 30, 2024, respectively, and a net unrealized gain of $ 7.3 million and $ 10.6 million for the three and nine months ended September 30, 2023, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the condensed consolidated statements of comprehensive income.

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

As of March 31, 2025 and 2024, our cash flow hedges are deemed highly effective.

A net unrealized gain (loss) of $( 5.2 ) million and $ 5.9 million for the three months ended March 31, 2025 and 2024, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the condensed consolidated statements of comprehensive income (loss).

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 $ 0.2 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.

Cash payments and receipts related to our cash flow hedges are classified as operating activities and included within our disclosure of cash paid for interest on our condensed consolidated statements of cash flows, consistent with the classification of the hedged interest payments.

The table below summarizes the terms of agreements and the fair values of our derivative financial instruments:

(amounts in thousands, except percentages)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

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

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Interest rate swap 13,726 1 Month SOFR 2.2540 % December 1, 2021 November 1, 2030 566 — 754 —

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

4.5000 % December 1, 2021 October 1, 2024 — — — —

Interest rate cap 9,188 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 3,406 — 4,895 —

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

Three Months Ended Nine Months Ended

(amounts in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Amount of gain (loss) recognized in other comprehensive income (loss) $ ( 9,341 ) $ 9,525 $ 1,710 $ 16,058

Three Months Ended

(amounts in thousands) March 31, 2025 March 31, 2024

Amount of (loss) gain recognized in other comprehensive income (loss) $ ( 4,116 ) $ 8,198

Amount of gain reclassified from accumulated other comprehensive income (loss) into interest expense ( 1,049 ) ( 2,324 )

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

Three Months Ended Nine Months Ended

(amounts in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Three Months Ended

(amounts in thousands) March 31, 2025 March 31, 2024

Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 26,938 ) $ ( 25,128 )

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Fair Valuation

The estimated fair values at September 30, 2024 and December 31, 2023 were determined by management, using available market information and appropriate valuation methodologies.

The estimated fair values at March 31, 2025 and December 31, 2024 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.

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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.

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 our derivatives were classified as Level 2 of the fair value hierarchy.

The fair values of our mortgage notes payable, senior unsecured notes (Series A, B, C, D, E, F, G, H, I, J, and 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.

The fair values 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.

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

September 30, 2024

March 31, 2025

Estimated Fair Value

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Interest rate swaps and caps included in prepaid expenses and other assets $ 7,035 $ 7,035 $ — $ 7,035 $ —

Interest rate swaps included in accounts payable and accrued expenses 2,143 2,143 — 2,143 —

Mortgage notes payable 691,816 629,476 — — 629,476

Senior unsecured notes - Series A-K 1,196,911 1,147,018 — — 1,147,018

Senior unsecured notes - Series B-K 1,097,212 1,033,230 — — 1,033,230

Unsecured term loan facilities 268,807 270,000 — — 270,000

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

December 31, 2024

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

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

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

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

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

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

The fair value of debt associated with property in receivership, which has a carrying value of $ 177.7 million as of September 30, 2024, and categorized as Level 3 of the fair value hierarchy, was $ 159.8 million as of September 30, 2024.

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of September 30, 2024 and December 31, 2023.

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

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of March 31, 2025 and December 31, 2024.

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 financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

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

Operating expense reimbursements are reflected in our September 30, 2024 and 2023 condensed consolidated statements of operations as rental revenue.

Tenant expense reimbursements are reflected in our March 31, 2025 and 2024 condensed consolidated statements of operations as rental revenue.

Rental revenue includes fixed and variable payments.

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The components of rental revenue consisted of the following:

Three Months Ended Nine Months Ended

(amounts in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Three Months Ended

(amounts in thousands) March 31, 2025 March 31, 2024

Fixed payments $ 135,956 $ 136,353

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Total rental revenue $ 154,542 $ 153,882

As of September 30, 2024, we were entitled to the following future contractual minimum lease payments (excluding operating expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2054 (amounts in thousands):

As of March 31, 2025, 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):

Remainder of 2025

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The preceding table is prepared assuming such options are not exercised.

As of March 31, 2025, the future lease payments to be received for signed leases that have not yet commenced was approximately $ 590.7 million.

We determine if an arrangement is a lease at inception.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets of $ 28.3 million and lease liabilities of $ 28.3 million in our condensed consolidated balance sheets as of September 30, 2024.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets and lease liabilities of $ 28.1 million as of March 31, 2025 and right-of-use assets and lease liabilities of $ 28.2 million as of December 31, 2024 in our condensed consolidated balance sheets.

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

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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 September 30, 2024 was 4.5 %.

The weighted average incremental borrowing rate used to calculate the right-of-use assets and lease liabilities as of March 31, 2025 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 September 30, 2024 was 45.7 years.

As of September 30, 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):

The weighted average remaining lease term as of March 31, 2025 was 45.3 years.

As of March 31, 2025, 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):

Remainder of 2025

Thereafter 59,283

Total undiscounted cash flows 67,160

Total undiscounted lease payments 66,370

Present value discount ( 38,236 )

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Legal Proceedings

Except as described below, as of September 30, 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.

Except as described below, as of March 31, 2025, 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 condensed consolidated financial position, operating results or liquidity.

Violet Shuker Shasha Trust et al.

Malkin, Anthony E.

Malkin et al.

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

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

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

Malkin, Anthony E.

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

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 IPO and formation transactions and sought monetary damages and declaratory relief.

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

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

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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 IPO litigation expense in the consolidated statements of operations for the year ended December 31, 2020.

This amount was recorded as an Offering litigation expense in the consolidated statements 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 July 31, 2023, the New York State court denied the Respondents’ petition to vacate in part and confirmed the award.

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

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

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 appealed them.

On March 13, 2025, the appeals court affirmed.

The Respondents have filed a motion for reargument or, in the alternative, leave to appeal to the New York Court of Appeals.

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.

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

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

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

Those Claimants have appealed that ruling.

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

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Unfunded Capital Expenditures

At September 30, 2024, we estimate that we will incur approximately $ 126.5 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements.

At March 31, 2025, we estimate that we will incur approximately $ 110.9 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements.

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

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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 September 30, 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.

At March 31, 2025, 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.

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.

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 September 30, 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 of March 31, 2025, 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 retirement obligation.

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

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

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, regardless of whether we comply with environmental laws in doing so.

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.

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.

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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.

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

This may result in significant unanticipated expenditures.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Environmental and health and safety laws require that ACM be properly managed and maintained and may impose fines or

penalties on owners, operators or employers for non-compliance with those requirements.

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

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

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

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

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

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

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

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

In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our

tenants or others if property damage or personal injury occurs.

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

As of September 30, 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.

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 March 31, 2025, 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.

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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.

As of September 30, 2024, there were 165,506,874 shares of Class A common stock, 980,707 shares of Class B common stock and 107,664,445 operating partnership units outstanding.

As of March 31, 2025, there were 167,093,536 shares of Class A common stock, 976,082 shares of Class B common stock and 110,662,788 operating partnership units outstanding.

The controlling interest of 60.3 % is owned by ESRT.

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

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

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

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

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

As of September 30, 2024, we had $ 500.0 million remaining of the authorized repurchase amount.

There were no repurchases of equity securities during the three and nine months ended September 30, 2024.

As of March 31, 2025, we had $ 500.0 million remaining of the authorized repurchase amount.

There were no repurchases of equity securities during the three months ended March 31, 2025.

Subsequent to March 31, 2025 through May 7, 2025, ESRT repurchased $ 2.1 million of ESRT Class A common stock at a weighted average price of $ 6.90 per share.

Private Perpetual Preferred Units

As of September 30, 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") outstanding.

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.

As of March 31, 2025, 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") outstanding.

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.

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The following is a summary of distribution activity:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(amounts in thousands) 2025 2024

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In addition, shares of ESRT Class A common stock repurchased on the open market will not be added back to the shares of ESRT 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 September 30, 2024 , 10.9 million shares of common stock remain available for future issuance.

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 March 31, 2025 , 6.2 million shares of common stock remain available for future issuance.

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

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

During the third quarter of 2024, we did no t make any grants of LTIP units to employees or non-employee directors that are subject to performance-based vesting or time-based vesting.

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.

In March 2025, we made grants of LTIP units to executive officers under the 2024 Plan, including:

(amounts in thousands, except units) Units Grant Date Fair Value

Time-based vesting LTIP units 1,399,681 $ 9,399

Market-based vesting LTIP units 1,462,922 $ 5,995

Performance-based vesting LTIP units 969,328 $ 5,995

In March 2025, we made grants of LTIP units and restricted stock to certain other employees under the 2024 Plan, including:

(amounts in thousands, except units) Units Grant Date Fair Value

Time-based vesting LTIP units 282,000 $ 2,104

Time-based vesting restricted stock 244,560 $ 1,956

Market-based vesting LTIP units 216,398 $ 1,043

Performance-based LTIP units 143,381 $ 1,043

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 ("TSR") 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) sustainability metrics over a three-year performance period.

An employee is retirement eligible when the employee attains the (i) age of 65 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 .

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Any forfeitures of share-based compensation awards are recognized as they occur.

In 2025, our Chief Executive Officer, Anthony E.

Malkin, waived the right to immediately vest unvested awards in the event of a voluntary termination following his retirement eligibility date for awards granted in 2024.

The amendment was recognized as Type I modification in accordance with ASC 718-20 that extends the requisite service period.

The applicable unamortized expense as of the modification date of $ 6.6 million will be recognized on a straight-line basis over the remaining applicable service periods of two to three years .

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.

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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 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 is based on the market price of ESRT stock at the grant date.

LTIP units and ESRT restricted stock issued during the nine months ended September 30, 2024 were valued at $ 27.8 million.

The weighted average per unit or share fair value was $ 7.81 for grants issued for the nine months ended September 30, 2024.

LTIP units and ESRT restricted stock issued during the three months ended March 31, 2025 were valued at $ 27.5 million.

The weighted average per unit or share fair value was $ 5.84 for grants issued for the three months ended March 31, 2025.

The fair value per unit or share granted in 2025 was estimated on the respective dates of grant using the following assumptions:

an expected life from 2.0 to 5.3 years, a dividend rate of 1.6 %, a risk-free interest rate from 4.4 % to 5.1 %, and an expected price volatility from 37.0 % to 48.0 %.

No other stock options, dividend equivalents, or stock appreciation rights were issued during the nine months ended September 30, 2024.

The following is a summary of ESRT restricted stock and LTIP unit activity for the nine months ended September 30, 2024:

Expected life 2.0 to 5.3 years

Dividend rate 1.7 %

Risk-free interest rate 3.9 % - 4.0 %

Expected price volatility 35.0 % - 44.0 %

No other stock options, dividend equivalents, or stock appreciation rights were issued or outstanding during the three months ended March 31, 2025.

The following is a summary of ESRT restricted stock and LTIP unit activity for the three months ended March 31, 2025:

Restricted Stock Time-based LTIPs Market-based LTIPs Performance-based LTIPs Weighted Average Grant Fair Value

Unvested balance at December 31, 2024

612,416 3,615,771 2,629,002 2,078,099 $ 6.87

Vested ( 210,040 ) ( 1,167,816 ) ( 340,736 ) ( 229,162 ) 7.50

1 unchanged sentence

Forfeited or unearned ( 3,297 ) — — ( 46,846 ) 7.60

Unvested balance at September 30, 2024 614,585 3,615,771 3,051,434 2,078,099 $ 6.87

The time-based LTIPs and ESRT 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 $ 1.6 million and $ 4.0 million for the three and nine months ended September 30, 2024, respectively, and $ 0.5 million and $ 2.2 million for the three and nine months ended September 30, 2023, respectively.

Unrecognized compensation expense was $ 13.3 million at September 30, 2024, which will be recognized over a weighted average period of 2.3 years.

For the remainder of the LTIP unit and ESRT restricted stock awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $ 4.2 million and $ 12.4 million for the three and nine months ended September 30, 2024, respectively, and $ 4.5 million and $ 12.6 million for the three and nine months ended September 30, 2023, respectively.

Unrecognized compensation expense was $ 23.6 million at September 30, 2024, which will be recognized over a weighted average period of 2.3 years.

Unvested balance at March 31, 2025

643,639 4,129,636 3,967,586 2,914,800 $ 6.34

The time-based LTIPs and ESRT restricted stock awards granted to non-named executive officers or granted to certain named executive officers before 2025, are treated for accounting purposes as immediately vested upon the later of (i) the date the grantee attains the age of 65 , 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 $ 1.1 million and $ 0.7 million for the three months ended March 31, 2025 and 2024, respectively.

Unrecognized compensation expense was $ 5.6 million at March 31, 2025, which will be recognized over a weighted average period of 1.6 years.

For the remainder of the LTIP unit awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $ 3.9 million and $ 2.7 million for the three months ended March 31, 2025 and 2024, respectively.

Unrecognized compensation expense was $ 49.1 million at March 31, 2025, which will be recognized over a weighted average period of 2.9 years.

Earnings Per Unit

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Earnings per unit is computed as follows:

Three Months Ended Nine Months Ended

Three Months Ended

(amounts in thousands, except per unit amounts)

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

March 31, 2025 March 31, 2024

Net income $ 15,778 $ 10,215

9 unchanged sentences

Diluted $ 0.05 $ 0.03

There were zero antidilutive shares and LTIP units for the three and nine months ended September 30, 2024 and 2023, respectively.

There were zero antidilutive shares and LTIP units for the three months ended March 31, 2025 and 2024.

Related Party Transactions

2 unchanged sentences

Malkin, our Chairman and Chief Executive Officer.

These fees were $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2024, respectively, and $ 0.2 million and $ 0.7 million for the three and nine months ended September 30, 2023, respectively.

These fees were $ 0.4 million and $ 0.2 million for the three months ended March 31, 2025 and 2024, respectively.

These fees are included within third-party management and other fees.

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Since we became a public company, we have earned property management fees from entities affiliated with Anthony E.

These fees were $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024, respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2023, respectively.

These fees were $ 0.1 million and $ 0.1 million for the three months ended March 31, 2025 and 2024, respectively.

These fees are included within third-party management and other fees.

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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 $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024, respectively, and $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2023, respectively.

One of ESRT's 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 on January 1, 2025 with a starting annualized rent of $ 3.5 million.

Total aggregate revenue was $ 0.1 million and $ 0.1 million for the three months ended March 31, 2025 and 2024, respectively.

One of ESRT's 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 commenced in April 2025 with a starting annualized rent of $ 3.5 million.

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

1 unchanged sentence

Segment Reporting

We have identified two reportable segments:

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

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

(1) real estate and (2) Observatory.

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We account for intersegment sales and rents as if the sales or rents were to third parties, that is, at current market prices.

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 net income for each segment:

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

(amounts in thousands)

Real Estate Observatory Intersegment Elimination Total

Rental revenue $ 153,117 $ — $ — $ 153,117

Revenue, excluding third-party management and other fees $ 156,474 $ 23,161 $ — $ 179,635

Intercompany rental revenue 15,160 — ( 15,160 ) —

Observatory revenue — 39,382 — 39,382

Lease termination fees 4,771 — — 4,771

Third-party management and other fees 271 — — 271

Other revenue and fees 2,058 — — 2,058

Total revenues 171,634 23,161 ( 15,160 ) 179,635

Operating expenses:

Segment operating expenses:

Property operating expenses 45,060 — — 45,060

Intercompany rent expense — 23,461 ( 23,461 ) —

Ground rent expenses 2,331 — — 2,331

General and administrative expenses 18,372 — — 18,372

Observatory expenses — 8,118 — 8,118

Real estate taxes 31,982 — — 31,982

Depreciation and amortization 45,861 38 — 45,899

Total operating expenses 144,500 33,214 ( 23,461 ) 154,253

Total operating income 39,178 6,168 — 45,346

Other income (expense):

Interest income 6,871 89 — 6,960

Interest expense ( 27,408 ) — — ( 27,408 )

Interest expense associated with property in receivership ( 1,922 ) — — ( 1,922 )

Gain on disposition of property 1,262 — — 1,262

Income before income taxes 17,981 6,257 — 24,238

Income tax expense ( 216 ) ( 1,226 ) — ( 1,442 )

Net income $ 17,765 $ 5,031 $ — $ 22,796

Other segment expenses 1

35,381 15,160 ( 15,160 ) 35,381

Total segment operating expenses 80,441 23,278 ( 15,160 ) 88,559

Net operating income $ 91,193 $ ( 117 ) $ — $ 91,076

Segment assets $ 3,851,216 $ 263,164 $ — $ 4,114,380

Expenditures for segment assets $ 167,865 $ 94 $ — $ 167,959

Three Months Ended September 30, 2023

(1) Other segment expenses include real estate taxes, ground rent expense and intercompany rent expense.

Three Months Ended March 31, 2024

(amounts in thousands)

Real Estate Observatory Intersegment Elimination Total

Rental revenue $ 151,458 $ — $ — $ 151,458

Revenue, excluding third-party management and other fees $ 156,318 $ 24,596 $ — $ 180,914

Intercompany rental revenue 16,067 — ( 16,067 ) —

Observatory revenue — 37,562 — 37,562

Third-party management and other fees 268 — — 268

Other revenue and fees 2,238 — — 2,238

Total revenues 172,385 24,596 ( 16,067 ) 180,914

Operating expenses:

Segment operating expenses:

Property operating expenses 45,060 — — 45,060

Intercompany rent expense — 22,113 ( 22,113 ) —

Ground rent expenses 2,331 — — 2,331

General and administrative expenses 16,012 — — 16,012

Observatory expenses — 8,431 — 8,431

Real estate taxes 32,014 — — 32,014

Depreciation and amortization 46,593 31 — 46,624

Total operating expenses 139,767 31,615 ( 22,113 ) 149,269

Total operating income 36,310 5,947 — 42,257

Other income (expense):

Interest income 4,410 52 — 4,462

Interest expense ( 25,382 ) — — ( 25,382 )

Income before income taxes 15,338 5,999 — 21,337

Income tax expense ( 146 ) ( 1,263 ) — ( 1,409 )

Net income $ 15,192 $ 4,736 $ — $ 19,928

Other segment expenses 1

34,572 16,067 ( 16,067 ) 34,572

Total segment operating expenses 79,632 24,498 ( 16,067 ) 88,063

Net operating income $ 92,753 $ 98 $ — $ 92,851

Segment assets $ 3,931,685 $ 258,902 $ — $ 4,190,587

Expenditures for segment assets $ 56,227 $ — $ — $ 56,227

Nine Months Ended September 30, 2024

(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:

Three Months Ended March 31,

(amounts in thousands) 2025 2024

Real Estate Observatory Intersegment Elimination Total

Rental revenue $ 459,469 $ — $ — $ 459,469

Intercompany rental revenue 60,508 — ( 60,508 ) —

Observatory revenue — 98,102 — 98,102

Lease termination fees 4,771 — — 4,771

Third-party management and other fees 912 — — 912

Other revenue and fees 7,067 — — 7,067

Total revenues 532,727 98,102 ( 60,508 ) 570,321

Operating expenses:

Property operating expenses 132,530 — — 132,530

Intercompany rent expense — 60,508 ( 60,508 ) —

Ground rent expenses 6,994 — — 6,994

Net income $ 15,778 $ 10,215

General and administrative expenses 16,940 15,972

Observatory expenses — 27,104 — 27,104

Real estate taxes 96,106 — — 96,106

Depreciation and amortization 48,779 46,081

Total operating expenses 427,340 87,719 ( 60,508 ) 454,551

Total operating income 105,387 10,383 — 115,770

Other income (expense):

Interest income 16,022 208 — 16,230

Interest expense 26,938 25,128

1 unchanged sentence

Loss on early extinguishment of debt — 553

Income tax benefit ( 619 ) ( 655 )

Gain on disposition of property ( 13,170 ) —

Income before income taxes 52,512 10,591 — 63,103

Income tax expense ( 537 ) ( 1,000 ) — ( 1,537 )

Net income $ 51,975 $ 9,591 $ — $ 61,566

Expenditures for segment assets $ 259,617 $ 238 $ — $ 259,855

Nine Months Ended September 30, 2023

(amounts in thousands)

Real Estate Observatory Intersegment Elimination Total

Rental revenue $ 446,152 $ — $ — $ 446,152

Intercompany rental revenue 58,969 — ( 58,969 ) —

Observatory revenue — 93,149 — 93,149

Third-party management and other fees ( 431 ) ( 265 )

Other revenue and fees 6,313 — — 6,313

Total revenues 512,510 93,149 ( 58,969 ) 546,690

Operating expenses:

Property operating expenses 124,380 — — 124,380

Intercompany rent expense — 58,969 ( 58,969 ) —

Ground rent expenses 6,994 — — 6,994

General and administrative expenses 47,795 — — 47,795

Observatory expenses — 25,983 — 25,983

Real estate taxes 95,292 — — 95,292

Depreciation and amortization 140,194 118 — 140,312

Total operating expenses 414,655 85,070 ( 58,969 ) 440,756

Total operating income 97,855 8,079 — 105,934

Other income (expense):

Interest income ( 3,786 ) ( 4,178 )

Interest expense ( 76,091 ) — — ( 76,091 )

Gain on disposition of property 29,261 — — 29,261

Income before income taxes 61,282 8,218 — 69,500

Income tax expense ( 541 ) ( 382 ) — ( 923 )

Net income $ 60,741 $ 7,836 $ — $ 68,577

Expenditures for segment assets $ 123,671 $ 58 $ — $ 123,729

Net operating income $ 91,076 $ 92,851

Subsequent Events

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements