What changed in this filing

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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-28 · 341 added, 337 removed, 1337 unchanged (34% of the section changed)

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

Remediation of the Material Weakness in Internal Control Over Financial Reporting

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

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

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

Changes in Internal Control Over Financial Reporting

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

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

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

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

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

Under the supervision and with the participation of our management, including ESRT's Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 as required by Rule 13(a)-15(c) under the Exchange Act.

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

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OTHER INFORMATION

(b) During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

(b) On December 20, 2025 , Thomas P.

Durels , Executive Vice President, Real Estate , adopted a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale, from time to time from April 1, 2026 through January 12, 2027 of up to 1,780,000 shares of our common stock.

As previously disclosed, Mr.

Durels plans to transition from his role, and the trading arrangement is designed to facilitate orderly disposition of shares for tax and retirement planning purposes and was established in accordance with the Company's insider trading policies and applicable SEC rules.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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2019 Equity Incentive Plan, incorporated by reference to Exhibit A to the Company's Definitive Proxy Statement filed with the SEC on April 4, 2019.

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

333-231544), filed with the SEC on May 16, 2019.

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

333-231544), filed with the SEC on May 16, 2019.

Form of LTIP Agreement (Time-Based), incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 (Registration No.

333-231544), filed with the SEC on May 16, 2019.

Empire State Realty OP, L.P.,Empire State Realty Trust, Inc.

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Form 10-Q filed with the SEC on August 10, 2020.

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

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

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

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

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

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

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

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

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

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

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

Second Amendment, dated as of August 29, 2022, to that certain Credit Agreement, dated as of March 19, 2020, among Empire State Realty Trust, Inc., Empire State Realty OP, L.P., the subsidiary guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent incorporated by reference to Exhibit 10.62 to the Empire State Realty OP, L.P.

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

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

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

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

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

First Amendment to Credit Agreement, dated May 28, 2025, among Empire State Realty OP, L.P., as borrower, Empire State Realty Trust, Inc., Bank of America, N.A., as administrative agent and the lenders and letter of credit issuers party thereto incorporated by reference to Exhibit 10.1 to the Empire State Realty Trust form 10-Q filed with the SEC on August 6, 2025.

Transition Agreement between Empire State Realty OP, L.P.

and Thomas P.

Durels, dated September 19, 2025, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on September 22, 2025.

Note Purchase Agreement among Empire State Realty OP, L.P., Empire State Realty Trust, Inc.

and the purchasers named therein, dated October 15, 2025, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on October 16, 2025.

Amended and Restated Credit Agreement among Empire State Realty OP, L.P., as borrower, Empire State Realty Trust, Inc., Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto, dated November 14, 2025, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on November 17, 2025.

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

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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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

Compensation Clawback Policy of Empire State Realty OP, L.P., incorporated by reference to Exhibit 97.1 to the Registrant's Form 10-K/A filed with the SEC on October 8, 2024.

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

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(Principal Financial and Accounting Officer)

/s/ Thomas J.

DeRosa Director February 28, 2025

/s/ Steven J.

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Paige Hood Director February 27, 2026

/s/ George L.

Malkin Director February 27, 2026

Robinson IV Director February 27, 2026

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of goodwill – Observatory

Description of the Matter At December 31, 2024, the Operating Partnership’s goodwill related to the Observatory reporting unit was $227.5 million as disclosed in Note 4 to the consolidated financial statements.

Description of the Matter

At December 31, 2025, the Operating Partnership’s goodwill related to the Observatory reporting unit was $227.5 million as disclosed in Note 4 to the consolidated financial statements.

As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually or more frequently if there are indicators of impairment.

The Operating Partnership performed its annual impairment testing as of October 1, 2025 and engaged a third-party valuation specialist to perform valuation procedures.

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

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

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

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

How We Addressed the Matter in Our Audit

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

To test the estimated fair value of the Operating Partnership’s Observatory reporting unit, we performed audit procedures that included, among other procedures, testing the significant assumptions discussed above.

We assessed the methodologies and tested the calculation of the WACC, including its utilization in the Operating Partnership’s fair value estimate of goodwill.

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

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

We compared the assumptions used by management in determining revenue projections and in the calculation of the WACC to current industry and economic trends, historical performance, and other relevant factors.

We performed sensitivity analyses to evaluate the changes in the fair value of the Observatory reporting unit that would result from changes in the revenue projections and the WACC.

/s/ Ernst & Young LLP

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Total Empire State Realty OP, L.P.'s capital 1,822,192 1,781,962

Non-controlling interest in other partnerships — 15,407

Total capital 1,781,962 1,731,045

Total liabilities and capital $ 4,468,961 $ 4,510,287

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

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

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

Net income attributable to common unitholders $ 68,779 $ 76,154 $ 80,138

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Other comprehensive income (loss):

Unrealized gain on valuation of interest rate swap agreements 13,769 5,581 40,044

Unrealized gain (loss) on valuation of interest rate swap agreements ( 3,416 ) 13,769 5,581

Amount reclassified into interest expense ( 2,288 ) ( 7,111 ) ( 7,819 )

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Comprehensive income 67,276 87,017 82,169

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

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

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

Other comprehensive loss attributable to non-controlling interests in other partnerships — — 314

Comprehensive income attributable to OP unitholders $ 67,276 $ 87,013 $ 82,415

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

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

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

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

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

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

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

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

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

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

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

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

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

Conversion of operating partnership units and Class B shares to ESRT Partner's Capital — — 4,169 20,068 ( 2,304 ) ( 19,361 ) ( 1,395 ) ( 550 ) ( 293 ) ( 93 ) ( 177 ) ( 64 ) — —

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

Repurchases of common units — — ( 1,199 ) ( 8,122 ) — — — — — — — — — ( 8,122 )

Equity compensation, net of forfeitures — — 142 1,285 4,626 22,975 — — — — — — — 24,260

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Net income — 4,201 — 43,400 — 19,121 — 4,470 — 1,169 — 619 — 72,980

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

Other comprehensive loss — — — ( 3,599 ) — ( 1,586 ) — ( 371 ) — ( 97 ) — ( 51 ) — ( 5,704 )

Balance at December 31, 2025 6,224 $ 29,940 170,495 $ 1,060,002 83,927 $ 721,183 16,786 $ 8,234 4,296 $ 1,790 2,216 $ 1,043 $ — $ 1,822,192

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Proceeds from unsecured senior notes 175,000 225,000 —

Repayment of unsecured senior notes ( 100,000 ) — —

Proceeds from unsecured term loan 245,000 95,000 —

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Proceeds from unsecured revolving credit facility 195,000 120,000 —

Repayment of unsecured revolving credit facility ( 170,000 ) — —

Contributions from consolidated joint ventures — — 187

Deferred financing costs ( 4,350 ) ( 12,070 ) —

Taxes paid on withholding shares ( 911 ) — —

Repurchases of common units ( 8,122 ) — ( 13,105 )

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Cash paid for income taxes

Federal $ 1,640 $ 867 $ 710

New York State 979 470 290

New York City 910 561 390

Connecticut 3 — —

Total cash paid for income taxes $ 3,532 $ 1,898 $ 1,390

Non-cash investing and financing activities:

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Write-off of fully depreciated assets 25,511 14,342 33,391

Write-off of fully amortized deferred costs 46,580 11,756 11,495

Interest capitalized in building and improvements 464 — —

Derivative instruments at fair values included in prepaid expenses and other assets 3,882 13,098 11,800

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Contract asset ( 171,003 ) 170,419 —

Debt associated with property in receivership 177,667 — —

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

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Conversion of operating partnership units and Class B shares to Class A shares 20,068 15,306 17,671

Transfer of assets related to assets held for sale — — 35,538

Transfer of liabilities related to assets held for sale — — 5,943

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

The accompanying notes are an integral part of these financial statements

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

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

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

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

ESRT) is a NYC-focused REIT that owns and operates a portfolio of well-leased, top of tier, modernized, amenitized, and well-located office, retail, and multifamily assets.

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

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

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

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

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

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

We were organized as a Delaware limited partnership on November 28, 2011, and commenced operations upon completion of the initial public offering of ESRT’s Class A common stock and related formation transactions on October 7, 2013 (the "IPO").

As of December 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 743 residential units, which are located in New York City.

Our office portfolio included 10 properties (including three long-term ground leasehold interests), all of which are located in Manhattan.

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

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.

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

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

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

Summary of Significant Accounting Policies

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The primary beneficiary is required to consolidate the VIE.

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

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

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

We had no VIEs as of December 31, 2023.

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

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.

We also determined that the Operating Partnership has a variable interest in and is the primary beneficiary of the intermediary entity that holds title to 130 Mercer Street acquired in December 2025, and as a result is consolidated in the financial statements of ESRT as of December 31, 2025.

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.

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In some leases, in lieu of paying additional rent based upon increases in building operating expenses, the tenant will pay additional rent based upon increases in an index such as the Consumer Price Index over the index value in effect during a base year or contain fixed percentage increases over the base rent to cover escalations.

We recognize rental revenue of acquired in-place above- and below-market leases at their fair values over the terms of the respective leases, including, for below-market leases, fixed option renewal periods, if any.

We recognize rental revenue of acquired in-place above- and below-market leases at their fair values over the terms of the respective leases.

Lease termination fees are recognized when the fees are determinable, tenant vacancy has occurred, collectability is reasonably assured, we have no continuing obligation to provide services to such former tenants and the payment is not subject to any conditions that must be met or waived.

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If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any tenant improvements are written off if they are replaced or have no future value.

For developed properties, direct and indirect costs that clearly relate to projects under development are capitalized.

For developed properties and properties under redevelopment, direct and indirect costs that clearly relate to projects under development are capitalized.

Costs include construction costs, professional services such as architectural and legal costs, capitalized interest and direct payroll costs.

We begin capitalization when the project is probable.

The assets relating to the project are stated at cost and are not depreciated.

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Capitalization of interest ceases when the asset is ready for its intended use, which is generally near the date that a certificate of occupancy is obtained.

There was no capitalized interest for the years ended December 31, 2024 and 2023.

There was $ 0.5 million of interest capitalized for the year ended December 31, 2025 and none for the year ended December 31, 2024.

Depreciation and amortization are computed using the straight-line method for financial reporting purposes.

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

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

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

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

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

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

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

Above-market lease amounts are amortized as a

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

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

If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off.

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

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

We do not believe that the value of any of our properties and intangible assets were impaired during the years ended December 31, 2025, 2024 and 2023.

Cash and Cash Equivalents

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

Unamortized deferred financing costs are expensed when the associated debt

is refinanced or repaid before maturity.

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

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

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Goodwill is tested annually for impairment and more frequently if events and circumstances indicate that the asset might be impaired.

An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill.

An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value.

Non-amortizing intangible assets, such as trade names and trademarks, are subject to an annual impairment test based on fair value and amortizing intangible assets are tested whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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Level 3 - Valuations based significantly on unobservable inputs, including:

• Valuations based on third-party indications (broker quotes or counterparty quotes) which were, in turn, based significantly on unobservable inputs or were otherwise not supportable;

• Valuations based on third-party indications (broker quotes or counterparty quotes) which were, in turn, based

significantly on unobservable inputs or were otherwise not supportable;

• Valuations based on internal models with significant unobservable inputs.

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

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

Derivative Instruments

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We are generally not subject to federal and state income taxes as our taxable income or loss is reportable by our partners.

Accordingly, no provision has been made for federal and state income taxes.

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

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

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

Our TRSs account for their income taxes in accordance with GAAP, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns.

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

Accordingly, no provision has been made for federal income taxes.

ESRT has elected to treat ESRT Observatory TRS, L.L.C., our subsidiary that holds our Observatory operations, and ESRT Holdings TRS, L.L.C., our subsidiary that holds our third-party management, restaurant, cafeteria, health clubs, certain cleaning operations, and amenity center as taxable REIT subsidiaries.

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

Our taxable REIT subsidiaries account for its income taxes in accordance with GAAP, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns.

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

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

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

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

We apply provisions for measuring and recognizing tax benefits associated with uncertain income tax positions.

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

As of December 31, 2024 and

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

As of December 31, 2025 and 2024, we do not have a liability for uncertain tax positions.

As of December 31, 2025, the tax years ended December 31, 2022 through December 31, 2025 remain open for an audit by the Internal Revenue Service, state or local authorities.

Share-Based Compensation

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

An employee is retirement eligible when the employee attains the (i) age of 65 for awards granted in 2020 and after and age of 60 for awards granted before 2020 and (ii) the date on which the employee has first completed the requisite years of continuous service with us or our affiliates.

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.

The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of ESRT stock, expected dividend yield, expected term, and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds.

The determination of fair value of these awards is subjective and involves estimates and assumptions including expected volatility of ESRT stock based on historical volatility, expected dividend yield, expected term, and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds.

We believe that the assumptions and estimates utilized are appropriate based on the information available to management at the time of grant.

Per Unit Data

Per Share Data

Basic and diluted earnings per unit are computed based upon the weighted average number of shares outstanding during the respective period.

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These two lines of businesses are managed separately because each business requires different support infrastructures, provides different services and has dissimilar economic characteristics such as investments needed, stream of revenues and different marketing strategies.

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

We account for intersegment sales and rent as if the sales or rent were to third parties.

Recently Issued or Adopted Accounting Standards

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

2023-07, Segment Reporting (Topic 280):

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

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

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

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

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

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

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Improvements to Income Tax Disclosures.

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

statement impacts.

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

Early adoption is permitted.

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

We adopted this standard for the fiscal year ended December 31, 2025, with prospective application.

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

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Property Acquisitions

In December 2025, we closed on the acquisition of 130 Mercer Street (555-557 Broadway, "The Scholastic Building"), located in the SoHo submarket of Manhattan, for a purchase price of $ 386.0 million.

In connection with the acquisition, we

entered into a lease with the former owner for approximately 0.2 million square feet of office space in the building, with an initial term of 15-years and two renewal options of ten years each.

We will redevelop the remaining office space, amenity and common areas of the building.

In June 2025, we closed on the acquisition of two retail properties on North 6 th Street in Williamsburg, Brooklyn for a purchase price of $ 31.0 million.

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

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

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

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

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

The following table summarizes the purchase price allocations of these acquisitions (amounts in thousands):

Property Date Acquired Land Building and Improvements Assets Liabilities Total

The North 6th Street Collection (1)

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

The North 6th Street Collection (2)

130 Mercer Street (1)

12/17/2025 $ 66,309 $ 247,994 $ 91,207 $ ( 25,180 ) $ 380,330

298 Mulberry Street, Manhattan (3)

North 6 th Street Collection (2)

6/30/2025 11,243 20,458 — — 31,701

(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.

North 6 th Street Collection (3)

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

North 6 th Street Collection (4)

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

(1) Includes approximately 396,000 square feet of space, comprised of 368,000 square feet of office space and 28,000 square feet of retail space.

Includes capitalized transaction costs and closing credits amounting to $( 5.7 ) million.

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

Includes capitalized transaction costs of $ 0.7 million.

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

Includes capitalized transaction costs and closing credits amounting to $( 1.9 ) million.

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

Includes total capitalized transaction costs of $ 0.7 million.

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

Includes capitalized transaction costs of $ 0.7 million.

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.

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Property Date of Disposal Sales Price Gain on Disposition

Metro Center, Stamford, Connecticut (1)

12/22/2025 $ 64,000 $ 21,848

First Stamford Place, Stamford, Connecticut (2)

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

10 Bank Street, White Plains, New York 12/7/2022 42,000 6,818

383 Main Avenue, Norwalk, Connecticut (1)

4/1/2022 30,000 27,170

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

(1) In connection with the sale of Metro Center, we repaid the related $ 71.6 million mortgage.

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

(3) 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.

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

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

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

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

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

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

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

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 consolidated balance sheet and recognized a gain in the consolidated statements of operations of $ 13.3 million for the year ended December 31, 2024.

We also recorded a contract asset of $ 170.4

million that 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 debt associated with property in receivership and 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 from the mezzanine debt obligation.

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

Deferred Costs, Acquired Lease Intangibles and Goodwill

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Total deferred costs, net, excluding net deferred financing costs 260,944 175,080

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

Deferred financing costs, net of accumulated amortization of $ 9,900 and $ 7,783 , respectively (See Note 5)

Total deferred costs, net $ 267,682 $ 183,987

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Weighted-average amortization period

Below-market ground leases

Above-market leases

In-place leases and deferred leasing costs

Below-market leases

Below-market ground leases 41.7 years

Above-market leases 11.7 years

In-place leases and deferred leasing costs 10.5 years

Below-market leases 7.3 years

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

For the year ending:

Future Ground Rent Amortization Future Amortization Expense Future Rental Revenue

Future Ground Rent Amortization Future Amortization Expense Future (Above)/Below-Market Rent Revenue Amortization

2026 $ 7,831 $ 11,329 $ 1,856

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Goodwill was allocated $ 227.5 million to the Observatory operations of the Empire State Building, $ 250.8 million to Empire State Building, and $ 13.2 million to 501 Seventh Avenue.

We performed our annual goodwill testing in October 2024, where we bypassed the optional qualitative goodwill impairment assessment and proceeded directly to a quantitative assessment of the Observatory reportable segment and engaged a third-party valuation consulting firm to perform the valuation process.

We performed our annual goodwill testing in October 2025 for both the Real Estate and Observatory reportable segments.

We bypassed the optional qualitative goodwill impairment assessment and proceeded directly to a quantitative assessment of the Observatory reportable segment and engaged a third-party valuation consulting firm to perform the valuation process.

The quantitative analysis used a combination of the discounted cash flow method (a form of the income approach) utilizing Level 3 unobservable inputs and the guideline company method (a form of the market approach).

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Fixed rate mortgage debt:

First Stamford Place (3)

$ — $ 175,860 — — —

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

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Metro Center — 71,600 — — —

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

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

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

Series L 175,000 — 5.47 % 5.70 % 1/7/2031

Unsecured term loan facility (3)

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_____________

(1) The effective rate is the yield as of December 31, 2024 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements.

(1) The effective rate is the yield as of December 31, 2025 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements in effect as of December 31, 2025.

(2) Maturity dates presented are inclusive of extension options.

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

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

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

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

See Note 3 Acquisitions and Dispositions.

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

(3) At December 31, 2025, we were in compliance with all debt covenants.

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Total deferred financing costs, net $ 18,617 $ 18,977

Amortization expense related to deferred financing costs was $ 4.3 million, $ 4.4 million, and $ 4.9 million, for the years ended December 31, 2024, 2023 and 2022, respectively, and was included in interest expense.

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

Year ended December 31,

(amounts in thousands) 2025 2024 2023

Amortization of deferred financing costs $ 4,428 $ 4,278 $ 4,355

Unsecured Revolving Credit and Term Loan Facilities

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

On November 14, 2025, through our Operating Partnership, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, that amends and restates the credit agreement dated March 19, 2020, which governs our senior unsecured term loan credit facility (the “Wells Term Loan Facility”).

The Wells Term Loan Facility is comprised of a senior unsecured term loan credit facility and matures on January 15, 2031, inclusive of two twelve month extensions.

Initial interest rates on the Wells Term Loan Facility, which may change based on our leverage levels, is SOFR plus 150 basis points.

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 $ 310.0 million.

As of December 31, 2025 , our borrowings amounted to $ 245.0 million under the Wells Term Loan Facility.

On May 28, 2025, through our Operating Partnership, we entered into a first amendment to our second amended and restated credit agreement, dated March 8, 2024, with Bank of Ameri ca, N.A., as administrative agent and other lenders party thereto, which governs our senior unsecured revolving credit facility and term loan facility (collectively, the “BofA Credit Facilities”).

The first amendment amends certain sustainability margin adjustment terms.

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

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

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

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

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

The Revolving Credit Facility matures on March 8, 2029, inclusive of two six-month extension periods.

The BofA Term Loan Facility matures on March 8, 2029, inclusive of two twelve-month extension periods.

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

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

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

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

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

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

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

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

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

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

As of December 31, 2025 , we had $ 145.0 million borrowings under the Revolving Credit Facility and $ 95.0 million under the BofA Term Loan Facility.

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

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

The agreements governing both facilities also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of real estate investment trust qualification, and occurrence of a change of control.

loan documents, loss of REIT qualification, and occurrence of a change of control.

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

Senior Unsecured Notes

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

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

On December 18, 2025, we closed on the issuance and sale of $ 175.0 million aggregate principal amount of 5.47 % Series L Senior Notes due January 7, 2031.

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

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

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

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

Accounts payable and accrued expenses $ 64,491 $ 54,779

Capital expenditures included in accounts payable and accrued expenses 51,452 73,535

Interest rate swap agreements liability 31 —

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

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

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 $ 31.0 thousand as of December 31, 2025, which includes accrued interest but excludes any adjustment for nonperformance risk.

As of December 31, 2025, we were in compliance with these provisions.

As of December 31, 2025 and 2024, we had interest rate swaps and caps with an aggregate notional value of $ 567.0 million and $ 664.0 million, respectively.

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

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

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

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

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

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

As of December 31, 2025, 2024 and 2023 our cash flow hedges are deemed highly effective and for the years ended December 31, 2025, 2024 and 2023 net unrealized gains (losses) of $( 5.7 ) million, $ 6.7 million and $( 2.2 ) million, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the 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 $ 1.5 million net gain of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense within the next 12 months.

We estimate that $ 1.4 million net loss 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 consolidated statements of cash flows, consistent with the classification of the hedged interest payments.

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

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

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

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

Liability (2)

Interest rate swap $ 36,820 70 % of 1 Month SOFR

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Interest rate swap 12,272 1 Month SOFR 2.2540 % December 1, 2021 November 1, 2030 354 — 754 —

Interest rate cap — 70 % of 1 Month SOFR

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

Interest rate cap — 1 Month SOFR 5.5000 % December 1, 2021 October 1, 2024 — — 4 —

Interest rate swap 175,000 SOFR Compound 2.5620 % August 31, 2022 December 31, 2026 4,895 — 5,637 —

Interest rate swap — SOFR Compound 2.6260 % August 19, 2022 March 19, 2025 — — 383 —

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

Interest rate swap 175,000 SOFR Compound 2.5620 % August 31, 2022 December 31, 2026 1,421 — 4,895 —

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

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Interest rate swap 47,500 1 Month SOFR 3.3030 % March 19, 2025 March 8, 2029 — ( 5 ) 1,124 —

Interest rate swap 35,000 SOFR 3.2265 % November 14, 2025 February 1, 2029 68 — — —

Interest rate swap 35,000 SOFR 3.2530 % December 3, 2025 February 1, 2029 40 — — —

Interest rate swap 50,000 SOFR 3.3975 % December 18, 2025 December 31, 2026 — ( 4 ) — —

Interest rate swap (3)

— SOFR 3.0110 % December 31, 2026 February 1, 2029 398 — — —

Interest rate swap (3)

— SOFR 3.0140 % December 31, 2026 February 1, 2029 393 — — —

$ 567,048 $ 3,882 $ ( 31 ) $ 13,098 $ —

(1) Included as a component of prepaid expenses and other assets on the consolidated balance sheets.

(2) Included as a component of accounts payable and accrued expenses on the consolidated balance sheets.

(3) The notional amount of each interest rate swap effective December 31, 2026 is $ 87.5 million.

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

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(amounts in thousands) 2025 2024 2023

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

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

Amount of (loss) gain recognized in other comprehensive income (loss) $ ( 3,416 ) $ 13,769 $ 5,581

Amount of gain reclassified from accumulated other comprehensive income (loss) into interest expense ( 2,288 ) ( 7,111 ) ( 7,819 )

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

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Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 103,133 ) $ ( 105,239 ) $ ( 101,484 )

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

Amount of gain reclassified from accumulated other comprehensive income (loss) into interest expense 2,288 7,111 7,819

Fair Valuation

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Interest rate swaps included in prepaid expenses and other assets $ 3,882 $ 3,882 $ — $ 3,882 $ —

Interest rate swaps included in accounts payable and accrued expenses 31 31 — 31 —

Mortgage notes payable 619,269 586,773 — — 586,773

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

Senior unsecured notes - Series B-L 1,270,668 1,244,255 — — 1,244,255

Unsecured revolving credit facility 145,000 145,000 — — 145,000

Unsecured term loan facilities 336,794 340,000 — — 340,000

December 31, 2024

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

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

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

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

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

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

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

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

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

The debt associated with property in receivership was categorized as Level 3 of the fair value hierarchy and had a fair value and carrying value of $ 158.2 million and $ 177.7 million, respectively, as of December 31, 2024, and zero as of December 31, 2025.

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

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

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

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

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 included as a component of rental revenue in our consolidated statements of operations.

Rental revenue includes fixed and variable payments.

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

As of December 31, 2025, the future lease payments to be received for signed leases that have not yet commenced was approximately $ 647.6 million.

We determine if an arrangement is a lease at inception.

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The ground leases are due to expire between the years 2050 and 2077, inclusive of extension options, and have no variable payments or residual value guarantees.

As our leases do not provide an implicit rate, we determined our incremental borrowing rate based on information available at the date of adoption of ASU No.

As our leases do not provide an implicit rate, we determined our incremental borrowing rate based on information available at the date of adoption of Accounting Standards Update No.

2016-02, Leases (Topic 842), in determining the present value of lease payments.

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

The statement of claim (also filed later in federal court in New York for the expressed purpose of tolling the statute of limitations) alleged breach of fiduciary duty and related claims in connection with the initial public offering 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 Offering litigation expense in the consolidated statement of operations for the year ended December 31, 2020.

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

On September 27, 2021, a federal district court denied Respondents' petition to vacate and entered judgement in the aforementioned amount, inclusive of accumulated interest.

Respondents appealed that ruling.

On May 10, 2022, Respondents moved to dismiss the appeal and judgment on the grounds that a recent decision of the United States Supreme Court held that the federal courts have no subject matter jurisdiction over the case.

On April 20, 2023, the federal appeals court granted the motion and the federal court action challenging the award was dismissed.

On April 21, 2023, the Respondents filed a petition to vacate in part and otherwise confirm in New York State court.

On April 28, 2023, the Claimants filed a petition to confirm in that same court.

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

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

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

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

Respondents believe that any such claims are meritless.

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

On January 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).

The Respondents believe those rulings are incorrect and appealed them.

On March 13, 2025, the appeals court affirmed.

The Respondents filed a motion for leave to appeal to the New York Court of Appeals, which was denied on January 13, 2026.

Respondents filed a petition for certiorari to the United States Supreme Court on February 2, 2026.

Notwithstanding that filing, the New York Court of Appeals’ denial of leave to appeal lifted the stay of execution of the judgment, which stay Respondents had previously obtained by filing an appeal bond.

Accordingly, subsequent to year end on February 5, 2026, we paid the judgment, which, inclusive of interest, amounted to approximately $ 1.5 million, under a full reservation of rights to recover such payment in the event the United States Supreme Court grants certiorari and vacates the judgment.

The claim of the one Claimant not included in the judgment noted above remains outstanding.

As of December 31, 2025 and 2024, $ 1.8 million and $ 1.2 million, respectively, was included as a component of accounts payable and accrued expenses on the accompanying consolidated balance sheets, and $ 0.6 million was included as a component of general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2025.

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

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

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

The United States Court of Appeals for the Second Circuit affirmed that ruling on February 6, 2026.

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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At December 31, 2025 , we estimate that we will incur approximately $ 94.2 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements.

We expect to fund

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

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

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

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Our properties are located in Manhattan and Brooklyn, New York.

and Stamford, Connecticut.

The ability of the tenants to honor the terms of their respective leases is dependent upon the economic, regulatory and social factors affecting the markets in which the tenants operate.

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Major Customers and Other Concentrations

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

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

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

None of our tenants accounted for more than 10% of total rental revenues in any of the years ended December 31, 2025, 2024 and 2023.

For the years ended December 31, 2025, 2024 and 2023, the three properties listed below each exceeded 10% of total rental revenues.

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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.

Environmental site assessments and investigations have identified asbestos or asbestos-

containing building materials in certain of our properties.

As of December 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.

As such, we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligation.

However ongoing asbestos abatement, maintenance programs and other required documentation are carried out as required and related costs are expensed as incurred.

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Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials.

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

The presence of contamination or the failure to remediate contamination on our properties may adversely affect our ability to attract and/or retain tenants, and our ability to develop or sell or borrow against those properties.

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Releases from these properties could impact our properties.

In addition, some of our properties have previously been used by former owners or tenants for commercial or industrial activities, e.g., gas stations and dry cleaners, and a portion of the Metro Tower site is currently used for automobile parking and was formerly leased to a fueling facility that may release petroleum products or other hazardous or toxic substances at such properties or to surrounding properties.

In addition, some of our properties have previously been used by former owners or tenants for commercial or industrial activities, e.g., gas stations and dry cleaners, and a portion of the Metro Tower site, the undeveloped parcel we own adjacent to our recently sold Metro Center asset, is currently used for automobile parking and was formerly leased to a fueling facility that may release petroleum products or other hazardous or toxic substances at such properties or to surrounding properties.

While certain properties contain or contained uses that could have or have impacted our properties, we are not aware of any liabilities related to environmental contamination that we believe will have a material adverse effect on our operations.

We have post-closing obligations related to the 69-97 and 103-107 Main Street, Westport, Connecticut properties that we sold in February 2023 to (i) close out a voluntary remediation program at 69-97 Main Street to address residual impacts of prior presence of underground storage tanks and (ii) comply with a consent order issued by the Connecticut Department of Environmental Protection to investigate soil conditions at 103-107 Main Street.

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

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

Noncompliance with these laws and regulations could subject us or our tenants to liability.

In addition, our properties are subject to various federal, state and local environmental and health and safety laws and regulations, and noncompliance could subject us or our tenants to liability.

These liabilities could affect a tenant’s ability to make rental payments to us.

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

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

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

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

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

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

In particular, as the owner of large covered commercial and multifamily buildings in New York City, we are subject to Local Law 97, which establishes annual greenhouse gas emissions limits for covered buildings and imposes penalties for emissions that exceed applicable thresholds.

While we currently expect, based on our present understanding of the law and implementing rules and our internal projections of building emissions, to operate within the applicable limits during the 2024–2029 enforcement period, our expectations are based on assumptions regarding building performance, tenant energy usage and utility grid emissions factors.

Regulatory developments, changes in enforcement guidance, changes in building operations, tenant behavior, energy consumption patterns, or utility emissions factors could cause us to exceed emissions limits or incur additional compliance costs or penalties, which could be material.

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

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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.

Our properties, or properties we acquire in the future, may contain or develop harmful mold or suffer from other indoor air quality issues, such as inadequate ventilation and contamination, which could lead to liability for adverse health effects from our tenants, employees of our tenants or others, 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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We do not believe we have any material adverse indoor air quality or water quality issues at our properties.

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

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

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

Protection Act of 2006.

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

On September 24, 2025, the actuary certified

that for the plan year beginning July 1, 2025, the Pension Plan was in neither critical or endangered status under the Pension Protection Act of 2006.

On September 12, 2024, the actuary certified that for the plan year beginning July 1, 2024, the Pension Plan was in neither critical or endangered status under the Pension Protection Act of 2006.

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

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

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Our collective bargaining agreement for Service Employees International Union Local 32BJ relating to commercial properties in New York City was renewed and commenced effective January 1, 2024 through December 31, 2027.

We are in the process of negotiating a successor agreement to the collective bargaining agreement for Service Employees International Union Local 32BJ relating to our operations in the greater New York metropolitan area.

We are also a signatory to another collective bargaining agreement for Service Employees International Union Local 32BJ with a term from April 21, 2022 through April 20, 2026 for our residential properties.

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Other includes $ 0.2 million, $ 0.3 million and $ 0.3 million for the years ended 2025 , 2024 and 2023 , respectively, in connection with other multiemployer plans not discussed above.

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

The increase in plan contributions in 2025 is mainly due to negotiated union fee credit received in 2024 for the year ended December 31, 2024 and the disposition of First Stamford Place in Stamford, Connecticut in 2024, partially offset by the disposition of Metro Center in Stamford, Connecticut in 2025.

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

Shares and Units

As of December 31, 2024, there were 166,404,831 shares of Class A common stock, 978,217 shares of Class B common stock and 106,768,138 operating partnership units outstanding.

As of December 31, 2025, there were 169,523 thousand shares of Class A common stock, 972 thousand shares of Class B common stock and 107,225 thousand OP Units outstanding.

The controlling interest of 61.4 % is owned by ESRT.

The other 38.9 % noncontrolling interest in the OP is diversified among various limited partners, some of whom include Company directors, senior management and employees.

The other 38.6 % non-controlling interest in the OP is diversified among various limited partners, some of whom include Company directors, senior management and employees.

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

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

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 Class B share, and such Class B share carries 50 votes per share.

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

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

Upon expiration of this program, ESRT's Board of Directors authorized the repurchase of up to $ 500.0 million of ESRT's Class A common stock and the our Series ES, Series 250 and Series 60 operating partnership units during the period from January 1, 2026 through December 31, 2027.

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

During the twelve months ended December 31, 2025, ESRT repurchased $ 8.1 million of common stock at a weighted average price of $ 6.78 per share.

As of December 31, 2025, we had $ 491.9 million remaining of the authorized repurchase amount.

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

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

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

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

The following table summarizes repurchases of equity securities in each of the three months ended December 31, 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)

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

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

December 1 - December 31, 2025 888,188 $ 6.73 888,188 $ 491,878

Private Perpetual Preferred Units

As of December 31, 2024, there were 4,664,038 Series 2019 Preferred Units ("Series 2019 Preferred Units") and 1,560,360 Series 2014 Private Perpetual Preferred Units ("Series 2014 Preferred Units").

As of December 31, 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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March 15, 2023 March 31, 2023 $ 0.035

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

The following is a summary of dividend and distribution activity:

Year ended December 31,

(amounts in thousands) 2025 2024 2023

Distributions paid to OP unitholders $ 38,983 $ 38,289 $ 37,122

Distributions paid to preferred unitholders 4,201 4,201 4,201

Incentive and Share-Based Compensation

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

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

An aggregate of 11.0 million shares of ESRT common stock was authorized for issuance under awards granted pursuant to the 2024 Plan, and as of December 31, 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 in the Operating Partnership.

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

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

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

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

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

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

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

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

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.

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

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

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

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

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The expected growth rate of the stock prices over the performance period is determined with consideration of the risk-free rate as of the grant date.

For LTIP unit awards that are time or performance based, the fair value of the awards was estimated based on the fair value of our stock at the grant date discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units.

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

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 restricted stock issued during the year ended December 31, 2025, 2024 and 2023 were valued at $ 29.4 million, $ 27.8 million and $ 21.7 million, respectively.

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The fair value per unit or share granted during the years ended December 31, 2025, 2024 and 2023 was estimated on the respective grant dates using the following assumptions:

Year Ended December 31,

2025 2024 2023

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Unvested balance at December 31, 2024

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

Vested ( 224,365 ) ( 1,361,704 ) ( 681,479 ) ( 458,337 ) 7.31

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Unvested balance at December 31, 2025

621,800 4,135,243 3,626,843 2,685,625 $ 6.32

The total fair value of LTIP units and restricted stock that vested during 2025, 2024 and 2023 was $ 19.9 million, $ 16.7 million and $ 13.3 million, respectively.

The time-based LTIPs and restricted stock awards are treated for accounting purposes as immediately vested upon the later of (i) the date the grantee attains the age of 60 or 65 , as applicable, and (ii) the date on which grantee has first completed the requisite years of continuous service with our Company or its affiliates.

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 $ 4.8 million, $ 5.9 million and $ 2.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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

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

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

Unrecognized compensation expense was $ 2.6 million at December 31, 2025, which will be recognized over a weighted average period of 1.0 year.

For the remainder of the LTIP unit awards, we recognize noncash compensation expense ratably over the vesting period, and accordingly, we recognized $ 20.4 million, $ 16.6 million and $ 17.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Unrecognized compensation expense was $ 33.4 million at December 31, 2025, which will be recognized over a weighted average period of 2.5 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 $ 1.4 million (to be granted in March 2026) to vest 100 % on the Termination Date;

(b) an equity award of $ 0.7 million 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 consolidated statement of operations.

Earnings Per Unit

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

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

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

Net income attributable to common unitholders - basic and diluted $ 68,779 $ 76,154 $ 80,138

2 unchanged sentences

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

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

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

Earnings allocated to unvested shares and LTIP units — — —

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The $ 40.0 million valuation for the Westport Transaction is in the range of the bids the Company received during the marketed sale process.

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

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

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

in approving any related party transaction.

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

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Tax Protection Agreements

In 2013, we and ESRT entered into a tax protection agreement with Anthony E.

Malkin and Peter L.

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

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

Malkin and Isabel W.

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

(1) Anthony E.

Malkin consents to the sale, exchange, transfer or other disposition;

(2) we deliver to each protected party thereunder a cash payment intended to approximate the tax liability arising from the recognition of the pre-contribution built-in gain resulting from the sale, exchange, transfer or other disposition of such protected asset (with the pre-contribution “built-in gain” being not more than the taxable gain that would have been recognized by such protected party if the protected asset been sold for fair market value in a taxable transaction at the time of the consolidation) plus an additional amount so that, after the payment of all taxes on amounts received pursuant to the agreement (including any tax liability incurred as a result of receiving such payment), the protected party retains an amount equal to such protected party’s total tax liability incurred as a result of the recognition of the pre-contribution built-in gain pursuant to such sale, exchange, transfer or other disposition;

(3) the disposition does not result in a recognition of any built-in gain by the protected party.

Second, with respect to the Malkin Group, including Anthony E.

Tax Protection Agreement with Certain Continuing Investors

In connection with our formation transactions, we and ESRT entered into a tax protection agreement with certain continuing investors, including Anthony E.

Malkin and Peter L.

Malkin, and one additional third-party investor in Metro Center (who was one of the original landowners and was involved in the development of the property), to protect against gain recognition resulting from a reduction in such continuing investor’s share of our liabilities, the agreement provides that during the period from October 7, 2013 until such continuing investor owns less than the aggregate number of operating partnership units and shares of ESRT common stock equal to 50 % of the aggregate number of such units and shares such investor received in the formation transactions, which we refer to in this section as the tax protection period, we will (i) refrain from prepaying any amounts outstanding under any indebtedness secured by the protected assets and (ii) use our commercially reasonable efforts to refinance such indebtedness at or prior to maturity at its current principal amount, or, if we are unable to refinance such indebtedness at its current principal amount, at the highest principal amount possible.

The agreement also provides that, during the tax protection period, we will make available to such continuing investors the opportunity (i) to enter into a “bottom dollar” guarantee of their allocable share of $ 160.0 million of our aggregate indebtedness meeting certain requirements or (ii) in the event we have recourse debt outstanding and such a continuing investor agrees, in lieu of guaranteeing debt pursuant to clause (i) above, to enter into a deficit restoration obligation, in each case, in a manner intended to provide an allocation of our liabilities to the continuing investor.

In the event that a continuing investor guarantees our debt, such continuing investor will be responsible, under certain circumstances, for the repayment of the guaranteed amount to the lender in the event that the lender would otherwise recognize a loss on the loan, such as, for example, if property securing the loan was foreclosed and the value was not sufficient to repay a certain amount of the debt.

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

Because we expect that we will at all times have sufficient liabilities to allow us to meet our obligations to allocate liabilities to our partners that are protected parties under the tax protection agreement, our indemnification obligation with

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

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

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

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

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

Treasury Regulations issued under Section 704(c) of the Code provide partnerships with a choice of several methods of allocating book-tax differences.

Under the tax protection agreement, we have agreed to use the “traditional method” for accounting for book-tax differences for the properties acquired by us in the consolidation.

Under the traditional method, which is the least favorable method from our perspective, the carryover basis of the acquired properties in our hands (i) may cause us to be allocated lower amounts of depreciation and other deductions for tax purposes than would be allocated to us if all of the acquired properties were to have a tax basis equal to their fair market value at the time of acquisition and (ii) in the event of a sale of such properties, could cause us to be allocated gain in excess of its corresponding economic or book gain (or taxable loss that is less than its economic or book loss), with a corresponding benefit to the partners transferring such properties to us for interests in us.

In 2016, we entered into a tax protection agreement with Q REIT Holding LLC, a Qatar Financial Centre limited liability company and a wholly owned subsidiary of the Qatar Investment Authority, a governmental authority of the State of Qatar ("QREIT", and together with any eligible transferee, "QIA").

Subject to certain minimum thresholds and conditions, ESRT will indemnify QIA for certain applicable U.S.

federal and state taxes payable by QIA in connection with dividends paid by ESRT on the QIA shares that are attributable to capital gains from the sale or exchange of any U.S.

Malkin, relating to specified contributed properties (the “Protected Properties”).

The agreement continues to relate to 86-90 North 6th Street (which is a "substituted basis property" for Metro Center, which was sold in December 2025), 298 Mulberry Street (which is the "substituted basis property" for 10 Bank Street, which was sold in December 2022) and 1542 Third Avenue.

The agreement generally restricts, during applicable tax protection periods, certain dispositions of Protected Properties (including certain indirect transfers) to the extent such transactions would cause a protected party to recognize pre-contribution built-in gain, unless the required consent is obtained or the operating partnership makes a payment intended to compensate the protected party for the resulting tax liability.

The agreement also includes provisions intended to mitigate taxable gain that could result from reductions in a protected party’s share of operating partnership liabilities.

Among other things, during defined periods the operating partnership has agreed to maintain or refinance certain property-level indebtedness in a manner intended to preserve agreed liability allocations and, in specified circumstances, to provide protected parties with the opportunity to enter into guarantees or deficit restoration obligations designed to support their minimum liability allocations.

These protections terminate at different times depending on the applicable property and investor and are subject to specified ownership and other conditions.

If triggered, our obligations under this agreement could restrict asset dispositions or refinancing transactions or require payments that could be material.

Stockholders Agreement with Q REIT Holding LLC (QIA)

In 2016, in connection with ESRT's sale of a 9.9 % fully diluted interest to Q REIT Holding LLC, we entered into a stockholders agreement that includes a tax-related indemnification provision.

Under this provision, subject to specified annual and cumulative thresholds based on QIA’s applicable investment, we have agreed to indemnify QIA for certain U.S.

federal and state income and branch profits taxes actually paid by QIA in respect of dividends attributable to capital gain from the sale or exchange of U.S.

real property interests.

ESRT's obligation to indemnify QIA will terminate one year following the date on which the sum of the QIA shares then owned by QIA falls below 10 % of ESRT outstanding common shares.

The indemnification is subject to specified procedural requirements, exclusions and limitations, and generally terminates one year following the date on which QIA’s ownership falls below 10 % of our outstanding common shares, subject to certain exceptions.

If triggered, this indemnification could result in payments that could be material.

Registration Rights

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ESRT has also agreed to indemnify the persons receiving rights against specified liabilities, including certain potential liabilities arising under the Securities Act, or to contribute to the payments such persons may be required to make in respect thereof.

ESRT has agreed to pay all of the expenses relating to the registration and any underwritten offerings of such securities, including, without limitation, all registration, listing, filing and stock exchange or FINRA fees, all fees and expenses of complying with securities or “blue sky” laws, all printing expenses and all fees and disbursements of counsel and independent public accountants retained by ESRT, but excluding underwriting discounts and commissions, any out-of-pocket expenses (except ESRT will pay any holder’s out-of-pocket fees (including disbursements of such holder’s counsel, accountants and other advisors) up to $ 25,000 in the aggregate for each underwritten offering and each filing of a resale shelf registration statement or demand registration statement), and any transfer taxes.

public accountants retained by ESRT, but excluding underwriting discounts and commissions, any out-of-pocket expenses (except ESRT will pay any holder’s out-of-pocket fees (including disbursements of such holder’s counsel, accountants and other advisors) up to $ 25,000 in the aggregate for each underwritten offering and each filing of a resale shelf registration statement or demand registration statement), and any transfer taxes.

Employment Agreement and Change in Control Severance Agreements

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The Malkin Group, including Anthony E.

Malkin, our Chairman and Chief Executive Officer, owns non-controlling interests in, and Anthony E.

Malkin, ESRT's Chairman and Chief Executive Officer, owns non-controlling interests in, and Anthony E.

Malkin and Peter L.

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

Malkin control the general partners or managers of, the entities that own interests in seven multi-family properties and three net leased retail properties.

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

We refer to the non-controlling interests described above collectively as the excluded properties.

In addition, the Malkin Group owns interests in one senior equity fund and three property managers, which we refer to collectively as the excluded businesses.

In addition, the Malkin Group owns three property managers, which we refer to collectively as the excluded businesses.

We do not believe that the excluded properties or the excluded businesses are consistent with our current commercial portfolio or strategic direction.

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We earned asset management (supervisory) and service fees from excluded properties and businesses of $ 1.2 million, $ 0.8 million and $ 0.9 million during the years ended December 31, 2025, 2024 and 2023, respectively.

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

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

We earned property management fees from excluded properties of $ 0.2 million, $ 0.3 million and 0.3 million during the years ended December 31, 2025, 2024 and 2023.

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

Malkin at one of our properties.

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We also have a shared use agreement with such tenant to occupy a portion of the leased premises as the office location for Peter L.

Malkin, our chairman emeritus and employee, utilizing approximately 15 % of the space, for which we pay to such tenant an allocable pro rata share of the cost.

Malkin, our chairman emeritus, utilizing approximately 15 % of the space, for which we pay to such tenant an allocable pro rata share of the cost.

We also have agreements with these entities and excluded properties and businesses to provide them with general computer-related support services.

Total aggregate revenue was $ 0.3 million, $ 0.3 million and $ 0.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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

One of our directors, Hannah Yang, is sister to Heela Yang, who is Founder and Chief Executive Officer of Sol de Janeiro USA, a tenant at One Grand Central Place — the 11-year 57,203 square foot lease, commenced in April 2025 with a starting annualized rent of $ 3.5 million.

In connection with this lease, the Company performed tenant-specific improvements of approximately $ 6.0 million.

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

33 rd Street.

RRE Ventures, in which one of our directors, James D.

Robinson IV, is a general partner, owns an approximately 17 % interest in Pilot Fiber Inc.

(“Pilot Fiber”).

A subsidiary of Pilot Fiber is a licensee at the Empire State Building, where they license space for equipment.

The license commenced in July 2025 and calls for an initial annual license fee of $ 114,000 , with annual increases that result in the fee exceeding $ 120,000 beginning in the third year of the term.

In addition, Pilot Fiber currently provides internet connectivity services at three of our properties and is expected to be expanded to additional buildings within our portfolio.

Based on current installations and anticipated expansions, we estimate we will make annual payments to Pilot Fiber that total approximately $ 110,000 .

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

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Income tax expense $ ( 2,558 ) $ ( 2,688 ) $ ( 2,715 )

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

had $ 103.0 million of NOL carryforwards that may be used in the future to reduce the amount otherwise required to be distributed by ESRT to meet REIT requirements.

As of December 31, 2025, ESRT had $ 103.0 million of NOL carryforwards that may be used in the future to reduce the amount otherwise required to be distributed by ESRT to meet REIT requirements.

However, for federal income tax purposes, the NOL will not be able to offset more than 80% of ESRT’s REIT taxable income and may not be able to reduce the amount required to be distributed by ESRT to meet REIT requirements to zero.

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

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

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

The effective income tax rate reconciliations are presented below:

Year Ended December 31,

(amounts in thousands, except for percentage) Amount Percentage

federal statutory tax rate $ ( 1,496 ) 21.0 %

State and local income taxes, net of federal income tax effect (1)

( 977 ) 13.7 %

Nontaxable or nondeductible items and other adjustments ( 85 ) 1.2 %

Effective tax rate (2)

$ ( 2,558 ) 35.9 %

(1) State and local taxes in New York made up the majority (greater than 50 percent) of the tax effect in this category.

(2) The effective income tax rate was 34.3 % and 44.5 % for the years ended December 31, 2024 and 2023, respectively.

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

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Income tax expense $ ( 2,558 ) $ ( 2,688 ) $ ( 2,715 )

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

(amounts in thousands) 2024 2023

Deferred tax assets:

Deferred revenue on unredeemed Observatory admission ticket sales $ 676 $ 616

Federal net operating loss carryforward credit — 328

New York State net operating loss carryforward credit — —

New York City net operating loss carryforward credit — —

Other deferred tax assets 253 161

Deferred tax assets $ 929 $ 1,105

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

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

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

This determination is based on the Observatory TRS’s anticipated future taxable income and the reversal of the deferred tax asset.

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

As of December 31, 2025 and 2024 the Company had deferred tax assets of $ 0.9 million, which are included in prepaid expenses and other assets on the consolidated balance sheets.

As of December 31, 2025 and 2024 the Company had deferred tax liabilities of $ 0.7 million and $ 0.4 million, respectively, which are included in deferred revenue and other liabilities on the consolidated balance sheets.

As of December 31, 2025, 2024 and 2023, the TRS entities have no amount of unrecognized tax benefits.

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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.

We account for intersegment sales and rents as if the sales or rents were to third parties.

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.

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Our CODM does not evaluate operating segments using asset or liability information.

The following tables provide components of segment profit for each segment:

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

Year ended December 31, 2025

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Intercompany rental revenue 76,306 — ( 76,306 ) —

Total revenues 713,853 136,377 ( 83,477 ) 766,753

Total revenues, excluding third-party management and other fees 714,764 128,329 ( 76,306 ) 766,787

Segment operating expenses:

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Segment assets $ 4,199,686 $ 269,275 $ — $ 4,468,961

(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.

Year ended December 31, 2024

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Intercompany rental revenue 83,477 — ( 83,477 ) —

Total revenues 689,369 129,366 ( 80,514 ) 738,221

Total revenues, excluding third-party management and other fees 713,853 136,377 ( 83,477 ) 766,753

Segment operating expenses:

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Segment assets $ 4,242,953 $ 267,334 $ — $ 4,510,287

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

(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.

Year Ended December 31, 2023

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Intercompany rental revenue 80,514 — ( 80,514 ) —

Total revenues 684,707 105,978 ( 65,005 ) 725,680

Total revenues, excluding third-party management and other fees 689,369 129,366 ( 80,514 ) 738,221

Segment operating expenses:

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Segment assets $ 3,957,659 $ 261,674 $ — $ 4,219,333

(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:

(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 operating income to Income before income taxes:

Years Ended December 31,

(amounts in thousands) 2025 2024 2023

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

Net Operating Income $ 401,770 $ 412,592 $ 399,205

Gain on disposition of properties 35,018 13,302 26,764

Third-party management and other fees 1,483 1,170 1,351

Interest income 8,748 21,298 15,136

General and administrative expenses ( 72,842 ) ( 70,234 ) ( 63,939 )

70,234 63,939 61,765

Depreciation and amortization ( 194,762 ) ( 184,818 ) ( 189,911 )

184,818 189,911 216,894

Interest expense ( 103,133 ) ( 105,239 ) ( 101,484 )

105,239 101,484 101,206

Interest expense associated with property in receivership ( 647 ) ( 4,471 ) —

Loss on early extinguishment of debt ( 97 ) ( 553 ) —

Income tax expense

2,688 2,715 1,546

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

Third-party management and other fees

( 1,170 ) ( 1,351 ) ( 1,361 )

Interest income

( 21,298 ) ( 15,136 ) ( 4,948 )

Net operating income

$ 412,592 $ 399,205 $ 404,326

Income before Income Taxes $ 75,538 $ 83,047 $ 87,122

Subsequent Events

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One Grand Central Place, New York, NY office / retail — 7,240 17,490 351,413 n/a 7,222 368,921 376,143 ( 184,874 ) 1930 1954 various

One Station Place, Stamford, CT (Metro Center) office 71,407 5,313 28,602 42,636 n/a 5,313 71,238 76,551 ( 45,505 ) 1987 1984 various

10 Union Square, New York, NY retail 49,983 5,003 12,866 7,045 n/a 5,003 19,911 24,914 ( 11,661 ) 1987 1996 various

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298 Mulberry, New York, NY multi-family — 40,935 69,509 4,541 n/a 41,126 73,859 114,985 ( 5,899 ) 1986 2022 various

The North 6th Street Collection, Brooklyn, NY (2023) retail — 4,851 20,936 403 n/a 4,863 21,327 26,190 ( 789 ) various 1

The North 6th Street Collection, Brooklyn, NY (2024) retail — 44,924 146,826 2,751 n/a 44,924 149,577 194,501 ( 828 ) various 1

North 6 th Street Collection, Brooklyn, NY (1)

retail/multi-family — 61,018 188,220 7,374 n/a 61,030 195,582 256,612 ( 6,053 ) various various various

130 Mercer Street, New York, NY (2)

office / retail — 66,309 247,994 296 n/a 66,309 248,290 314,599 ( 301 ) 1900/1999 2025 various

Property for development at the Transportation Hub in Stamford, CT land — 4,541 — 8,187 n/a 12,728 — 12,728 — n/a n/a n/a

Totals $ 619,269 $ 458,477 $ 1,359,818 $ 2,387,612 $ — $ 466,849 $ 3,739,058 $ 4,205,907 $ ( 1,366,829 )

______________

(1) In 2023 and 2024, the Company acquired two and nine buildings, respectively, collectively known and operated as the North 6 th Street Collection.

(1) In 2025, 2024 and 2023, the Company acquired two, two and nine buildings, respectively, collectively known and operated as the North 6 th Street Collection.

The buildings acquired are predominantly pre-war buildings that were renovated between the years 2001-2019.

The initial cost of the 2025 acquisition included $ 11.2 million of land and $ 20.5 million of building and improvements.

(2) 130 Mercer Street, also known as 555-557 Broadway, was originally constructed as two buildings in 1900 and 1999, respectively, and subsequently renovated in 2017.

Empire State Realty OP, L.P.

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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-K

Item 9A. Controls and Procedures