What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 137 added, 126 removed, 756 unchanged (26% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(amounts in thousands, except per unit amounts) June 30, 2025 December 31, 2024

(amounts in thousands, except per unit amounts) September 30, 2025 December 31, 2024

ASSETS (unaudited)

44 unchanged sentences

Total Empire State Realty OP, L.P.'s capital 1,798,220 1,781,962

Non-controlling interest in other partnerships — —

Total capital 1,789,248 1,781,962

Total liabilities and capital $ 4,106,279 $ 4,510,287

2 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended June 30, Six Months Ended June 30,

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

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

22 unchanged sentences

Income before income taxes 15,290 24,238 42,312 63,103

Income tax (expense) benefit ( 478 ) ( 750 ) 141 ( 95 )

Income tax expense ( 1,645 ) ( 1,442 ) ( 1,504 ) ( 1,537 )

Net income 13,645 22,796 40,808 61,566

12 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended June 30, Six Months Ended June 30,

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

(amounts in thousands) 2025 2024 2025 2024

3 unchanged sentences

Amount reclassified into interest expense ( 514 ) ( 2,457 ) ( 2,047 ) ( 5,448 )

Other comprehensive income (loss) ( 1,956 ) 2,186 ( 7,121 ) 8,060

Other comprehensive loss ( 345 ) ( 11,798 ) ( 7,466 ) ( 3,738 )

Comprehensive income 13,300 10,998 33,342 57,828

Net income attributable to non-controlling interests in other partnerships — — — ( 4 )

Other comprehensive income attributable to non-controlling interest in other partnerships — — — —

Comprehensive income attributable to OP unitholders $ 13,300 $ 10,998 $ 33,342 $ 57,824

2 unchanged sentences

Condensed Consolidated Statements of Capital

For The Three Months Ended June 30, 2025 and 2024

For The Three Months Ended September 30, 2025 and 2024

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

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(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 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

Balance at June 30, 2025 6,224 $ 29,940 169,276 $ 1,038,209 85,067 $ 712,079 17,483 $ 6,812 4,460 $ 1,383 2,298 $ 825 $ — $ 1,789,248

Conversion of operating partnership units to ESRT Partner's Capital — — 649 2,977 ( 342 ) ( 2,861 ) ( 244 ) ( 95 ) ( 27 ) ( 8 ) ( 36 ) ( 13 ) — —

4 unchanged sentences

Other comprehensive loss — — — ( 232 ) — ( 88 ) — ( 16 ) — ( 6 ) — ( 3 ) — ( 345 )

Balance at June 30, 2025 6,224 $ 29,940 169,276 $ 1,038,209 85,067 $ 712,079 17,483 $ 6,812 4,460 $ 1,383 2,298 $ 825 $ — $ 1,789,248

Balance at September 30, 2025 6,224 $ 29,940 169,942 $ 1,043,515 84,740 $ 715,594 17,239 $ 6,902 4,433 $ 1,427 2,262 $ 842 $ — $ 1,798,220

1 unchanged sentence

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

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 ) — —

3 unchanged sentences

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

Other comprehensive income — — — 1,366 — 602 — 154 — 42 — 22 — 2,186

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

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

Empire State Realty OP, L.P.

Condensed Consolidated Statements of Capital

For The Six Months Ended June 30, 2025 and 2024

For The Nine Months Ended September 30, 2025 and 2024

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Other comprehensive loss — — — ( 4,704 ) — ( 2,075 ) — ( 493 ) — ( 127 ) — ( 67 ) — ( 7,466 )

Balance at June 30, 2025

Balance at September 30, 2025

6,224 $ 29,940 169,942 $ 1,043,515 84,740 $ 715,594 17,239 $ 6,902 4,433 $ 1,427 2,262 $ 842 $ — $ 1,798,220

10 unchanged sentences

Net income — 3,151 — 36,273 — 16,238 — 4,206 — 1,110 — 584 4 61,566

Other comprehensive income — — — 5,088 — 2,174 — 571 — 149 — 78 — 8,060

Balance at June 30, 2024

Other comprehensive loss — — — ( 2,231 ) — ( 1,106 ) — ( 286 ) — ( 75 ) — ( 40 ) — ( 3,738 )

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

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

(amounts in thousands) 2025 2024

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Condensed Consolidated Statements of Cash Flows (continued)

Six Months Ended June 30,

Nine Months Ended September 30,

(amounts in thousands) 2025 2024

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Derivative instruments at fair values included in prepaid expenses and other assets 3,079 5,673

Derivative instruments at fair values included in accounts payable and accrued expenses 117 2,143

Contract asset ( 171,003 ) 168,687

Derecognition of debt associated with property in receivership 177,667 177,667

Derecognition of commercial real estate and other assets, net — ( 144,241 )

Accrued interest associated with property in receivership 6,080 3,511

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(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 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.

ESRT) is 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, ranked the #1 Top Attraction in New York City for the fourth consecutive year in Tripadvisor's 2025 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 June 30, 2025, 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 743 residential units.

As of September 30, 2025, 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 743 residential units, which are located in New York City.

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

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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 743 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 "Offering").

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 June 30, 2025, ESRT owned approximately 60.8 % of our operating partnership units.

As of September 30, 2025, ESRT owned approximately 61.0 % of our operating partnership units.

Summary of Significant Accounting Policies

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Our multifamily business experiences some seasonality based on general market trends in New York City – the winter months (November through January) are slower in terms of lease activity.

We seek to mitigate this by staggering lease terms such that lease expirations are matched with seasonal demand.

We seek to mitigate this by staggering lease terms such that

lease expirations are matched with seasonal demand.

We do not consider the balance of our business to be subject to material seasonal fluctuations.

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The primary beneficiary is required to consolidate the VIE.

As of June 30, 2025, we had a variable interest in and are deemed to be the primary beneficiary of the intermediary entity that holds title to the North 6 th Street Collection assets acquired in June 2025, and as a result is consolidated in the financial statements of the Operating Partnership.

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.

As of September 30, 2025, we had a variable interest in and are deemed to be the primary beneficiary of the intermediary entity that holds title to the North 6 th Street Collection assets acquired in June 2025, and as a result is consolidated in the financial statements of the Operating Partnership.

We assess consolidation accounting treatment for each investment in a VIE.

This assessment will include a review of the relevant agreements to identify the rights of each party and whether those rights provide either party the power to direct the activities that most significantly impact the entity’s economic performance and benefit.

In situations where we and our partner 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.

11 unchanged sentences

Property Date Acquired Land Building and Improvements Assets Liabilities Total

The North 6th Street Collection (1)

North 6 th Street Collection (1)

6/30/2025 $ 11,243 $ 20,458 $ — $ — $ 31,701

The North 6 th Street Collection (2)

North 6 th Street Collection (2)

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

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

(1) Includes two retail properties with eleven residential units on North 6 th Street in Williamsburg, Brooklyn.

Includes capitalized transaction costs of $ 0.7 million.

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

(2) Includes nine retail properties with five residential units on North 6 th Street in Williamsburg, Brooklyn.

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

2 unchanged sentences

Property Dispositions

The following table summarizes properties disposed of during the six and twelve months ended June 30, 2025 and December 31, 2024, respectively (amounts in thousands):

The following table summarizes properties disposed of during the nine and twelve months ended September 30, 2025 and December 31, 2024, respectively (amounts in thousands):

Property Date of Disposal Sales Price (1)

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Deferred costs, net, consisted of the following:

(amounts in thousands) June 30, 2025 December 31, 2024

(amounts in thousands) September 30, 2025 December 31, 2024

Deferred leasing costs $ 226,090 $ 230,836

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

(amounts in thousands) June 30, 2025 December 31, 2024

(amounts in thousands) September 30, 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) June 30, 2025 December 31, 2024

(amounts in thousands) September 30, 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 June 30, Six Months Ended June 30,

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

(amounts in thousands) 2025 2024 2025 2024

4 unchanged sentences

Amortization related to acquired in-place lease value 1,406 1,144 4,229 3,663

As of June 30, 2025 and December 31, 2024, we had goodwill of $ 491.5 million.

As of September 30, 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.

8 unchanged sentences

Debt consisted of the following:

Principal Balance As of June 30, 2025

(amounts in thousands) June 30, 2025 December 31, 2024 Stated

Principal Balance As of September 30, 2025

(amounts in thousands) September 30, 2025 December 31, 2024 Stated

Rate Effective

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______________

(1) The effective rate is the yield as of June 30, 2025 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 September 30, 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) Assumes extension options are exercised for the 2029 maturities of the term loan, revolving credit facility and Metro Center mortgage.

(4) At June 30, 2025, we were in compliance with all debt covenants.

(4) At September 30, 2025, we were in compliance with all debt covenants.

Principal Payments

Aggregate required principal payments at June 30, 2025 are as follows (amounts in thousands):

Aggregate required principal payments at September 30, 2025 are as follows (amounts in thousands):

Year Amortization Maturities Total

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Deferred financing costs, net, consisted of the following:

(amounts in thousands) June 30, 2025 December 31, 2024

(amounts in thousands) September 30, 2025 December 31, 2024

Deferred financing costs, included as a component of net debt $ 16,121 $ 36,309

4 unchanged sentences

The total amortization expense related to deferred financing costs consisted of the following:

Three Months Ended June 30, Six Months Ended June 30,

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

(amounts in thousands) 2025 2024 2025 2024

11 unchanged sentences

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

As of June 30, 2025 , we had no borrowings under the Revolving Credit Facility and $ 95.0 million under the BofA Term Loan Facility.

As of September 30, 2025 , we had no borrowings under the Revolving Credit Facility and $ 95.0 million under the BofA Term Loan Facility.

On March 13, 2024, 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

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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 June 30, 2025 , our borrowings amounted to $ 175.0 million under the Wells Term Loan Facility.

As of September 30, 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 June 30, 2025, we were in compliance with these covenants.

As of September 30, 2025, we were in compliance with these covenants.

Senior Unsecured Notes

Subsequent to quarter-end on October 15, 2025, we entered into a Note Purchase Agreement with the purchasers (the "Purchase Agreement") in connection with a private placement of $ 175.0 million aggregate principal amount of 5.47 % Series L Senior Notes due January 7, 2031 (the "Series L Notes").

The sale and purchase of the Series L Notes is scheduled to fund on December 18, 2025, subject to customary closing conditions.

The issue price for the Series L Notes is 100 % of the aggregate principal amount thereof.

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

The Purchase Agreement contains customary covenants and customary events of default similar to those in our existing senior unsecured notes.

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

3 unchanged sentences

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 June 30, 2025, we were in compliance with these covenants.

As of September 30, 2025, we were in compliance with these covenants.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

(amounts in thousands) June 30, 2025 December 31, 2024

(amounts in thousands) September 30, 2025 December 31, 2024

Capital expenditures included in accounts payable and accrued expenses $ 56,174 $ 73,535

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

If we had breached any of these provisions, we could have been required to settle our obligations that were in a net

liability position under the agreements at their termination value of $ 12 thousand as of June 30, 2025, which includes accrued interest but excludes any adjustment for nonperformance risk.

As of June 30, 2025, we were in compliance with these provisions.

As of June 30, 2025 and December 31, 2024, we had interest rate swaps and caps with an aggregate notional value of $ 448.0 million and $ 664.0 million, respectively.

If we had breached any of these provisions, we could have been required to settle our obligations that were in a net liability position under the agreements at their termination value of $ 0.1 million as of September 30, 2025, which includes accrued interest but excludes any adjustment for nonperformance risk.

As of September 30, 2025, we were in compliance with these provisions.

As of September 30, 2025 and December 31, 2024, we had interest rate swaps and caps with an aggregate notional value of $ 447.5 million and $ 664.0 million, respectively.

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

1 unchanged sentence

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 June 30, 2025 and 2024, our cash flow hedges are deemed highly effective.

A net unrealized loss of $ 2.0 million and $ 7.1 million for the three and six months ended June 30, 2025, and a net unrealized gain of $ 2.2 million and $ 8.1 million for the three and six months ended June 30, 2024, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the condensed consolidated statements of comprehensive income (loss).

As of September 30, 2025 and 2024, our cash flow hedges are deemed highly effective.

A net unrealized loss of $ 0.3 million and $ 7.5 million for the three and nine months ended September 30, 2025, and a net unrealized loss of $ 11.8 million and $ 3.7 million for the three and nine months ended September 30, 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.

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

(amounts in thousands, except percentages) June 30, 2025 December 31, 2024

(amounts in thousands, except percentages) September 30, 2025 December 31, 2024

Derivative Notional Amount Receive Rate Pay Rate Effective Date Expiration Date Asset (1)

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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 Six Months Ended

(amounts in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

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

(amounts in thousands) 2025 2024 2025 2024

Amount of (loss) gain recognized in other comprehensive income (loss) $ 169 $ ( 9,341 ) $ ( 5,419 ) $ 1,710

1 unchanged sentence

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 Six Months Ended

(amounts in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

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

(amounts in thousands) 2025 2024 2025 2024

Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 25,189 ) $ ( 27,408 ) $ ( 77,253 ) $ ( 77,859 )

1 unchanged sentence

Fair Valuation

The estimated fair values at June 30, 2025 and December 31, 2024 were determined by management, using available market information and appropriate valuation methodologies.

The estimated fair values at September 30, 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 following tables summarize the carrying and estimated fair values of our financial instruments:

June 30, 2025

September 30, 2025

Estimated Fair Value

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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 June 30, 2025 and December 31, 2024.

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

Tenant expense reimbursements are reflected in our June 30, 2025 and 2024 condensed consolidated statements of operations as rental revenue.

Tenant expense reimbursements are reflected in our September 30, 2025 and 2024 condensed consolidated statements of operations as rental revenue.

Rental revenue includes fixed and variable payments.

1 unchanged sentence

The components of rental revenue consisted of the following:

Three Months Ended Six Months Ended

(amounts in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

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

(amounts in thousands) 2025 2024 2025 2024

Fixed payments $ 136,116 $ 132,266 $ 405,945 $ 404,854

1 unchanged sentence

Total rental revenue $ 158,410 $ 153,117 $ 466,492 $ 459,469

As of June 30, 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):

As of September 30, 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 June 30, 2025, the future lease payments to be received for signed leases that have not yet commenced was approximately $ 570.1 million.

As of September 30, 2025, the future lease payments to be received for signed leases that have not yet commenced was approximately $ 479.7 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 and lease liabilities of $ 28.1 million as of June 30, 2025 and right-of-use assets and lease liabilities of $ 28.2 million as of December 31, 2024 in our condensed consolidated balance sheets.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets and lease liabilities of $ 28.0 million as of September 30, 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 June 30, 2025 was 4.5 %.

The weighted average incremental borrowing rate used to calculate the right-of-use assets and lease liabilities as of September 30, 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 June 30, 2025 was 45.0 years.

As of June 30, 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):

The weighted average remaining lease term as of September 30, 2025 was 44.8 years.

As of September 30, 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

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Legal Proceedings

Except as described below, as of June 30, 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.

Except as described below, as of September 30, 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.

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Malkin, Thomas N.

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

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

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

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Unfunded Capital Expenditures

At June 30, 2025, we estimate that we will incur approximately $ 103.9 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.

At September 30, 2025, we estimate that we will incur approximately $ 96.8 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements.

We expect to fund

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

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

2 unchanged sentences

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 June 30, 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.

At September 30, 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

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Environmental site assessments and investigations have identified asbestos or asbestos-containing building materials in certain of our properties.

As of June 30, 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 of September 30, 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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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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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.

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.

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

As of June 30, 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.

As of September 30, 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 June 30, 2025, there were 168,301,105 shares of Class A common stock, 974,628 shares of Class B common stock and 109,308,532 operating partnership units outstanding.

As of September 30, 2025, there were 168,970 thousand shares of Class A common stock, 972 thousand shares of Class B common stock and 108,674 thousand operating partnership units outstanding.

The controlling interest of 61.0 % is owned by ESRT.

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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.

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.

The following table summarizes ESRT's repurchases of equity securities in each of the three months ended June 30, 2025 under the repurchase program described above:

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 (in thousands)

April 1 - April 30, 2025 310,415 $ 6.92 310,415 $ 497,852

May 1 - May 31, 2025 — $ — — $ 497,852

June 1 - June 30, 2025 — $ — — $ 497,852

There were no repurchases of equity securities during the three months ended September 30, 2025.

During the nine months ended September 30, 2025, ESRT repurchased $ 2.1 million of common stock at a weighted average price of $ 6.92 per share.

As of September 30, 2025, we had $ 497.9 million remaining of the authorized repurchase amount.

Private Perpetual Preferred Units

As of June 30, 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.

As of September 30, 2025, there were 4,664 thousand Series 2019 Preferred Units ("Series 2019 Preferred Units") and 1,560 thousand 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.

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The following is a summary of distribution activity:

Three Months Ended June 30, Six Months Ended June 30,

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

(amounts in thousands) 2025 2024 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 June 30, 2025 , 6.0 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 September 30, 2025 , 6.0 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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Subject to any agreed upon exceptions, once vested and having achieved parity with unitholders, LTIP units are convertible into Series PR operating partnership units on a one -for-one basis.

LTIP units subject to time-based vesting, whether vested or not, receive the same per unit distributions as operating partnership 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 May 2025, we made grants of 185,280 LTIP units to our non-employee directors that are subject to time-based vesting with fair market values of $ 1.3 million.

In July 2025, we granted our new director, George L.W.

Malkin, a total of 14,215 LTIP units which are subject to time-based vesting with fair market value of $ 0.1 million.

During the third quarter of 2025, ESRT granted certain employees a total of 48,308 shares of restricted stock that are subject to time-based vesting with fair market value of $ 0.4 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 for awards granted to non-named executive officer employees and awards granted before 2025 to named executive officers, which may occur upon grant.

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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 six months ended June 30, 2025 were valued at $ 28.9 million.

The weighted average per unit or share fair value was $ 5.89 for grants issued for the six months ended June 30, 2025.

LTIP units and ESRT restricted stock issued during the nine months ended September 30, 2025 were valued at $ 29.4 million.

The weighted average per unit or share fair value was $ 5.91 for grants issued for the nine months ended September 30, 2025.

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

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Expected price volatility 35.0 % - 44.0 %

No stock options, dividend equivalents, or stock appreciation rights were issued or outstanding during the six months ended June 30, 2025.

The following is a summary of ESRT restricted stock and LTIP unit activity for the six months ended June 30, 2025:

No stock options, dividend equivalents, or stock appreciation rights were issued or outstanding during the nine months ended September 30, 2025.

The following is a summary of ESRT restricted stock and LTIP unit activity for the nine months ended September 30, 2025:

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

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Forfeited or unearned ( 56,657 ) — — ( 46,846 ) 8.08

Unvested balance at June 30, 2025

Unvested balance at September 30, 2025

634,301 4,135,243 3,967,586 2,914,800 $ 6.33

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 $ 1.6 million and $ 2.7 million for the three and six months ended June 30, 2025, respectively, and $ 1.7 million and $ 2.4 million for the three and six months ended June 30, 2024, respectively.

Unrecognized compensation expense was $ 4.7 million at June 30, 2025, which will be recognized over a weighted average period of 1.4 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 $ 5.3 million and $ 9.2 million for the three and six months ended June 30, 2025, respectively, and $ 5.5 million and $ 8.2 million for the three and six months ended June 30, 2024, respectively.

Unrecognized compensation expense was $ 42.1 million at June 30, 2025, which will be recognized over a weighted average period of 2.8 years.

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 $ 1.0 million and $ 3.7 million for the three and nine months ended September 30, 2025, respectively, and $ 1.6 million and $ 4.0 million for the three and nine months ended September 30, 2024, respectively.

Unrecognized compensation expense was $ 3.6 million at September 30, 2025, which will be recognized over a weighted average period of 1.2 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 $ 5.4 million and $ 14.6 million for the three and nine months ended September 30, 2025, respectively, and $ 4.2 million and $ 12.4 million for the three and nine months ended September 30, 2024, respectively.

Unrecognized compensation expense was $ 37.2 million at September 30, 2025, which will be recognized over a weighted average period of 2.6 years.

Pursuant to the terms of the transition agreement that the Company entered into with Thomas P.

Durels in September 2025, he will continue to serve the Company through June 30, 2027, unless terminated earlier in accordance with the agreement (such date, the "Termination Date").

During this period, Mr.

Durels will be entitled to receive, among other things, equity-based separation payments inclusive of:

(a) an equity award of $ 1,396,050 (to be granted in March 2026) to vest 100 % on the Termination Date;

(b) an equity award of $ 698,025 to be granted with immediate vest provisions on the Termination Date;

and (c) accelerated vesting of his outstanding equity awards as of the Termination Date, with the performance-based equity awards vesting in accordance with applicable award agreements.

The Company accounted for the modification of existing equity awards in accordance with ASC 718.

The Company will recognize the separation payments ratably over the transition period as a component of general and administrative expenses in the accompanying condensed consolidated statement of operations.

Earnings Per Unit

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Earnings per unit is computed as follows:

Three Months Ended Six Months Ended

(amounts in thousands, except per unit amounts) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(amounts in thousands, except per unit amounts) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net income $ 13,645 $ 22,796 $ 40,808 $ 61,566

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Diluted $ 0.05 $ 0.08 $ 0.14 $ 0.22

There were zero antidilutive shares and LTIP units for the three and six months ended June 30, 2025 and 2024.

There were zero antidilutive shares and LTIP units for the three and nine months ended September 30, 2025 and 2024.

Related Party Transactions

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Malkin, our Chairman and Chief Executive Officer.

These fees were $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2025, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2024, respectively.

These fees were $ 0.4 million and $ 1.1 million for the three and nine months ended September 30, 2025, respectively, and $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2024, respectively.

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

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

These fees were $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively.

These fees were $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 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 six months ended June 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively.

Total aggregate revenue was $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 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.

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The following tables provide components of segment net income for each segment:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

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Segment assets $ 3,840,603 $ 265,676 $ — $ 4,106,279

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

Three Months Ended June 30, 2024

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.

Three Months Ended September 30, 2024

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

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Segment assets $ 4,174,754 $ 262,183 $ — $ 4,436,937

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

Six Months Ended June 30, 2025

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.

Nine Months Ended September 30, 2025

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

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Net operating income $ 287,928 $ 9,636 $ — $ 297,564

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

Six Months Ended June 30, 2024

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.

Nine Months Ended September 30, 2024

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

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Net operating income $ 296,185 $ 10,490 $ — $ 306,675

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

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.

Below is a reconciliation of Net income to Net operating income:

Three Months Ended June 30, Six Months Ended June 30,

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

(amounts in thousands) 2025 2024 2025 2024

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Loss on early extinguishment of debt — — — 553

Income tax expense (benefit) 478 750 ( 141 ) 95

Income tax expense 1,645 1,442 1,504 1,537

Gain on disposition of property — ( 1,262 ) ( 13,170 ) ( 12,065 )

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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