What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-05 · 247 added, 306 removed, 587 unchanged (49% of the section changed)

1 unchanged sentence

Empire State Realty OP, L.P.

Condensed Consolidated Balance Sheets

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

Consolidated Balance Sheets

(amounts in thousands, except per unit amounts) March 31, 2026 December 31, 2025

ASSETS (unaudited)

Commercial real estate properties, at cost:

Real estate properties, at cost:

Land $ 465,266 $ 458,662

3 unchanged sentences

accumulated depreciation ( 1,400,827 ) ( 1,366,829 )

Commercial real estate properties, net 2,559,029 2,512,460

Contract asset — 170,419

Real estate properties, net 2,866,593 2,839,078

Cash and cash equivalents 68,820 132,657

13 unchanged sentences

Unsecured revolving credit facility 90,000 145,000

Debt associated with property in receivership — 177,667

Accrued interest associated with property in receivership — 5,433

Accounts payable and accrued expenses 111,918 120,150

21 unchanged sentences

Empire State Realty OP, L.P.

Condensed Consolidated Statements of Operations

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

Consolidated Statements of Operations

Three Months Ended March 31,

(amounts in thousands, except per unit amounts) 2026 2025

19 unchanged sentences

Interest expense associated with property in receivership — ( 647 )

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

Gain on disposition of property — 13,170

Income before income taxes 1,933 15,159

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

Income tax benefit 1,062 619

Net income 2,995 15,778

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

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

Net income attributable to common unitholders $ 1,945 $ 14,728

8 unchanged sentences

Empire State Realty OP, L.P.

Condensed Consolidated Statements of Comprehensive Income

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

Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

(amounts in thousands) 2026 2025

3 unchanged sentences

Amount reclassified into interest expense 78 ( 1,049 )

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

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

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

Other comprehensive income (loss) 4,481 ( 5,165 )

Comprehensive income attributable to OP unitholders $ 7,476 $ 10,613

1 unchanged sentence

Empire State Realty OP, L.P.

Condensed Consolidated Statements of Capital

For The Three Months Ended September 30, 2025 and 2024

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

General Partner Limited Partners

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

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

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

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

Equity compensation — — 17 522 15 5,952 — — — — — — — 6,474

Distributions — ( 1,050 ) — ( 5,946 ) — ( 2,965 ) — ( 605 ) — ( 156 ) — ( 80 ) — ( 10,802 )

Net income — 1,050 — 7,985 — 3,477 — 806 — 214 — 113 — 13,645

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

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

General Partner Limited Partners

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

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

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

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

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

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

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

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

Empire State Realty OP, L.P.

Condensed Consolidated Statements of Capital

For The Nine Months Ended September 30, 2025 and 2024

Consolidated Statements of Capital

For The Three Months Ended March 31, 2026 and 2025

8 unchanged sentences

Net income — 1,050 — 1,235 — 543 — 121 — 31 — 15 — 2,995

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

Balance at September 30, 2025

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

Other comprehensive income — — — 2,845 — 1,250 — 278 — 72 — 36 — 4,481

Balance at March 31, 2026 6,224 $ 29,940 172,059 $ 1,064,195 88,058 $ 719,370 16,469 $ 7,900 4,238 $ 1,721 2,206 $ 1,012 $ — $ 1,824,138

5 unchanged sentences

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

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

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

2 unchanged sentences

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

Balance at September 30, 2024

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

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

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

Empire State Realty OP, L.P.

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Consolidated Statements of Cash Flows

Three Months Ended March 31,

(amounts in thousands) 2026 2025

5 unchanged sentences

Amortization of non-cash items within interest expense 2,304 2,175

Settlement of interest rate hedge contracts 1,104 —

Amortization of acquired above- and below-market leases, net ( 670 ) ( 798 )

2 unchanged sentences

Equity based compensation 5,872 4,980

Loss on early extinguishment of debt — 553

Increase (decrease) in cash flows due to changes in operating assets and liabilities:

9 unchanged sentences

Acquisition of real estate property ( 46,479 ) —

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

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

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

Development costs — ( 9 )

Net cash used in investing activities ( 64,665 ) ( 42,063 )

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

Empire State Realty OP, L.P.

Condensed Consolidated Statements of Cash Flows (continued)

Nine Months Ended September 30,

(amounts in thousands) 2025 2024

Cash Flows From Financing Activities

Proceeds from unsecured senior notes — 225,000

Repayment of unsecured senior notes — ( 100,000 )

1 unchanged sentence

Repayment of unsecured revolving credit facility ( 70,000 ) ( 120,000 )

Proceeds from unsecured term loan — 95,000

Repayment of unsecured term loan — ( 215,000 )

Proceeds from mortgage notes payable 53,500 —

Repayment of mortgage notes payable ( 50,961 ) ( 889 )

Deferred financing costs ( 736 ) ( 404 )

Repurchases of common units ( 2,148 ) —

Taxes paid on withholding shares ( 710 ) ( 897 )

1 unchanged sentence

Distributions ( 9,653 ) ( 9,733 )

Net cash (used in) provided by financing activities ( 258,603 ) 170,573

Net (decrease) increase in cash and cash equivalents and restricted cash ( 231,547 ) 62,963

Net cash used in financing activities ( 64,610 ) ( 232,973 )

Net decrease in cash and cash equivalents and restricted cash ( 60,365 ) ( 191,890 )

Cash and cash equivalents and restricted cash—beginning of period 166,511 429,302

Cash and cash equivalents and restricted cash—end of period $ 106,146 $ 237,412

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

Empire State Realty OP, L.P.

Consolidated Statements of Cash Flows (continued)

Three Months Ended March 31,

(amounts in thousands) 2026 2025

Reconciliation of Cash and Cash Equivalents and Restricted Cash:

11 unchanged sentences

Write-off of fully depreciated assets 8,902 9,270

Write-off of fully amortized deferred costs 8,703 —

Write-off of fully amortized acquired below-market leases 17,737 —

Interest capitalized in building and improvements 916 —

Derivative instruments at fair values included in prepaid expenses and other assets 6,378 7,035

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

Contract asset — ( 171,003 )

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

Debt associated with property in receivership — 177,667

Accrued interest associated with property in receivership — 6,080

2 unchanged sentences

Empire State Realty OP, L.P.

Notes to Condensed Consolidated Financial Statements

Notes to Consolidated Financial Statements

Description of Business and Organization

As used in these condensed consolidated financial statements, unless the context otherwise requires, “we,” “us,” “our,” and the “Company,” mean Empire State Realty OP, L.P.

As used in these consolidated financial statements, unless the context otherwise requires, “we,” “us,” “our,” and the “Company,” mean Empire State Realty OP, L.P.

and its consolidated subsidiaries.

1 unchanged sentence

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

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

ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observatory, ranked the #1 Top Attraction in New York City for the fourth consecutive year in Tripadvisor's 2025 Travelers' Choice Awards:

Best of the Best Things to Do.

ESRT) conducts all of its business and owns (either directly or through subsidiaries) substantially all of its assets.

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

ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observatory.

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

As of September 30, 2025, our portfolio was comprised of approximately 7.8 million rentable square feet of office space, 0.8 million rentable square feet of retail space and 743 residential units, which are located in New York City.

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

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.

As of March 31, 2026, our portfolio was comprised of approximately 8.0 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.

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

ESRT's Class A common stock, par value $ 0.01 per share, is listed on the New York Stock Exchange under the symbol "ESRT." ESRT, as the sole general partner in our Company, has responsibility and discretion in the management and control of our Company, and our limited partners, in such capacity, have no authority to transact business for, or participate in the management activities, of our Company.

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

As of March 31, 2026, ESRT owned approximately 60.8 % of our operating partnership units.

Summary of Significant Accounting Policies

1 unchanged sentence

Basis of Quarterly Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (the "SEC").

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (the "SEC").

Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations.

5 unchanged sentences

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

We seek to mitigate this by staggering lease terms such that

lease expirations are matched with seasonal demand.

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

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

4 unchanged sentences

The primary beneficiary is required to consolidate the VIE.

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

As of March 31, 2026, we had a variable interest in and are deemed to be 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 the Operating Partnership.

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

2 unchanged sentences

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

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

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

Accounting Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to use estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Significant items subject to such estimates and assumptions include allocation of the purchase price of acquired real estate properties among tangible and intangible assets, determination of the useful life of real estate properties and other long-lived assets, valuation and impairment analysis of commercial real estate properties, goodwill, right-of-use assets and other long-lived and indefinite-lived assets, estimate of tenant expense reimbursements, valuation of the allowance for doubtful accounts, and valuation of derivative instruments, ground lease liabilities, senior unsecured notes, mortgage notes payable, unsecured revolving credit and term loan facilities, and equity-based compensation.

The preparation of the consolidated financial statements in accordance with GAAP requires management to use estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Significant items subject to such estimates and assumptions include allocation of the purchase price of acquired real estate properties among tangible and intangible assets, determination of the useful life of real estate properties and other long-lived assets, valuation and impairment analysis of real estate properties, goodwill, right-of-use assets and other long-lived and indefinite-lived assets, estimate of tenant expense reimbursements, valuation of the allowance for doubtful accounts, and valuation of derivative instruments, ground lease liabilities, senior unsecured notes, mortgage notes payable, unsecured revolving credit and term loan facilities, and equity-based compensation.

These estimates are prepared using management’s best judgment, after considering past, current, and expected events and economic conditions.

2 unchanged sentences

Property Acquisitions

In June 2025, we closed on the acquisition of two retail properties on North 6 th Street in Williamsburg, Brooklyn for an aggregate 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 an aggregate purchase price of $ 195.0 million.

In March 2026, we closed on the acquisition of a retail property on North 6 th Street in Williamsburg, Brooklyn for a purchase price of $ 46.0 million.

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.

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

2 unchanged sentences

3/27/2026 $ 6,604 $ 39,875 $ — $ — $ 46,479

130 Mercer (2)

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

North 6 th Street Collection (3)

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

6/30/2025 11,243 20,458 — — 31,701

(1) Includes approximately 22,000 square feet of retail space on North 6 th Street in Williamsburg, which is newly constructed.

Includes capitalized transaction costs and closing credits amounting to $ 0.5 million.

(2) 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.

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

Includes capitalized transaction costs of $ 0.7 million.

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

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

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.

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

Property Dispositions

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

Property Date of Disposal Sales Price (1)

Gain on Disposition (2)

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

(1) We transferred 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 non-cash gain upon the disposition.

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

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

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

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

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

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

The following table summarizes properties disposed of during the three and twelve months ended March 31, 2026 and December 31, 2025, respectively (amounts in thousands):

Property Date of Disposal Sales Price Gain on Disposition

Metro Center, Stamford, Connecticut (1)

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

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

On February 5, 2025, the consensual foreclosure of First Stamford Place that commenced in 2024 was completed and we were released of the senior mortgage obligation and derecognized the related contract asset.

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

As a result, the entity was deconsolidated during the three months ended March 31, 2025 and we recognized a gain of $ 13.2 million from the mezzanine debt obligation.

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

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

Deferred costs, net, consisted of the following:

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

(amounts in thousands) March 31, 2026 December 31, 2025

Deferred leasing costs $ 228,410 $ 227,722

7 unchanged sentences

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

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

(amounts in thousands) March 31, 2026 December 31, 2025

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

2 unchanged sentences

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

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

(amounts in thousands) March 31, 2026 December 31, 2025

Acquired below-market leases $ ( 63,802 ) $ ( 81,539 )

2 unchanged sentences

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

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

Three Months Ended March 31,

(amounts in thousands) 2026 2025

4 unchanged sentences

Amortization related to acquired in-place lease value 2,399 1,408

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

As of March 31, 2026 and December 31, 2025, we had goodwill of $ 491.5 million.

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

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).

Significant assumptions under the former included revenue and cost projections, weighted average cost of capital, long-term growth rate and income tax considerations while the latter included guideline company enterprise values, revenue multiples, EBITDA multiples and control premium rates.

Our methodology to review goodwill impairment, which included a significant amount of judgment and estimates, provided a reasonable basis to determine

whether impairment had occurred.

Our methodology to review goodwill impairment, which included a significant amount of judgment and estimates, provided a reasonable basis to determine whether impairment had occurred.

The quantitative analysis performed concluded the fair value of the reporting unit exceeds its carrying value.

We also perform quarterly qualitative assessments and have not identified any events which would indicate, on a more likely than not basis, that the goodwill allocated to the reporting unit was impaired.

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

Debt consisted of the following:

Principal Balance As of September 30, 2025

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

Principal Balance As of March 31, 2026

(amounts in thousands) March 31, 2026 December 31, 2025 Stated

Rate Effective

Fixed rate mortgage debt:

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

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

1010 Third Avenue and 77 West 55th Street 32,860 33,102 4.01 % 4.21 % 1/5/2028

Metro Center (3)

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

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

1333 Broadway 160,000 160,000 4.21 % 4.29 % 2/5/2033

10 Union Square East (3)

53,500 50,000 5.33 % 5.59 % 4/1/2036

345 East 94th Street - Series A 43,600 43,600 70 % of SOFR plus 0.95 %

8 unchanged sentences

Senior unsecured notes:

Series A — 100,000 — — —

Series B 125,000 125,000 4.09 % 4.12 % 3/27/2027

8 unchanged sentences

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

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

Unsecured term loan facility (4)

12 unchanged sentences

______________

(1) The effective rate is the yield as of September 30, 2025 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements.

(1) The effective rate is the yield as of March 31, 2026 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements as of March 31, 2026.

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

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

(3) Without the effect of the treasury locks executed in connection with the refinancing of the mortgage, the stated rate is 5.59 %.

(4) At March 31, 2026, we were in compliance with all debt covenants.

Principal Payments

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

Aggregate required principal payments at March 31, 2026 are as follows (amounts in thousands):

Year Amortization Maturities Total

8 unchanged sentences

Deferred financing costs, net, consisted of the following:

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

(amounts in thousands) March 31, 2026 December 31, 2025

Deferred financing costs, included as a component of net debt $ 16,778 $ 17,207

Deferred financings costs, included as a component of net deferred costs (See Note 4) 17,124 16,638

Deferred financing costs, included as a component of net deferred costs (See Note 4) 16,654 16,638

Total deferred financing costs $ 33,432 $ 33,845

2 unchanged sentences

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

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

Three Months Ended March 31,

(amounts in thousands) 2026 2025

1 unchanged sentence

Unsecured Revolving Credit and Term Loan Facilities

On November 14, 2025, 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.

The initial interest rate 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 March 31, 2026 , our borrowings amounted to $ 245.0 million under the Wells Term Loan Facility.

On May 28, 2025, 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”).

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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.

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.

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

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

On March 13, 2024, we entered into a third amendment to our credit agreement dated March 19, 2020, with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, which governs a senior

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.

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

During the first quarter of 2026, we repaid $ 70.0 million of our previously drawn borrowings and drew $ 15.0 million on the Revolving Credit Facility.

As of March 31, 2026 , we had $ 90.0 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.

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

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

As of March 31, 2026, we were in compliance with these covenants.

Mortgage Debt

On March 31, 2026, we closed on a $ 53.5 million mortgage loan at 10 Union Square East.

The 10-year interest-only loan has a fixed rate of 5.33 %, which includes the effect of treasury locks executed in connection with the refinancing of the $ 50.0 million loan that matured on April 1, 2026.

As of March 31, 2026, total mortgage notes payable, net, amounted to $ 621.4 million.

The first maturity is in May 2027.

Senior Unsecured Notes

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

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

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

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

Subsequent to quarter-end on April 15, 2026, we entered into a Note Purchase Agreement with the purchasers (the "Purchase Agreement") in connection with a private placement of $ 130.0 million aggregate principal amount of 5.99 % Series M Senior Notes due July 15, 2032 (the "Series M Notes").

The sale and purchase of the Series M Notes is scheduled to fund on July 15, 2026, subject to customary closing conditions.

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

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

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

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

The notes had a stated interest rate of 3.93 %.

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

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

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

As of March 31, 2026, we were in compliance with these covenants.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

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

(amounts in thousands) March 31, 2026 December 31, 2025

Capital expenditures included in accounts payable and accrued expenses $ 56,596 $ 51,452

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

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

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

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

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.

As of March 31, 2026, we did not have derivatives in a net liability position.

As of March 31, 2026 and December 31, 2025, we had interest rate swaps and caps with an aggregate notional value of $ 566.5 million and $ 567.0 million, respectively.

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

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

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

A net unrealized loss of $ 0.3 million and $ 7.5 million for the three and nine months ended September 30, 2025, and a net unrealized loss of $ 11.8 million and $ 3.7 million for the three and nine months ended September 30, 2024, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the condensed consolidated statements of comprehensive income (loss).

As of March 31, 2026 and 2025, our cash flow hedges are deemed highly effective.

A net unrealized gain (loss) of $ 4.5 million and $( 5.2 ) million for the three months ended March 31, 2026 and 2025, 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 $ 0.9 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 condensed consolidated statements of cash flows, consistent with the classification of the hedged interest payments.

We estimate that $ 42.7 thousand net gain of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense within the next 12 months.

Cash payments and receipts related to our cash flow hedges are classified as operating activities and are 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.

In February 2026, we entered into treasury locks, designated as cash flow hedges, in the aggregate notional amount of $ 50.0 million to manage exposure to fluctuations in interest rates in anticipation of the refinancing of the 10 Union Square East mortgage loan.

In March 2026, concurrent with the issuance of the new 10 Union Square East mortgage loan (see Note 5), the Company settled its treasury locks, resulting in a $ 1.1 million cash inflow reported in cash flows from operating activities.

The $ 1.1 million gain was recorded in accumulated other comprehensive income (loss) and will be amortized into earnings over the term of the 10 Union Square East mortgage loan.

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

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

(amounts in thousands, except percentages) March 31, 2026 December 31, 2025

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

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Interest rate swap 175,000 SOFR Compound 2.5620 % August 31, 2022 December 31, 2026 1,429 — 1,421 —

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 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 290 — — ( 5 )

Interest rate swap 35,000 SOFR 3.2265 % November 14, 2025 February 1, 2029 279 — 68 —

Interest rate swap 35,000 SOFR 3.2530 % December 3, 2025 February 1, 2029 254 — 40 —

Interest rate swap 50,000 SOFR 3.3975 % December 18, 2025 December 31, 2026 94 — — ( 4 )

Interest rate swap (3)

— SOFR 3.0110 % December 31, 2026 February 1, 2029 792 — 398 —

Interest rate swap (3)

— SOFR 3.0140 % December 31, 2026 February 1, 2029 785 — 393 —

$ 566,541 $ 6,378 $ — $ 3,882 $ ( 31 )

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

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

(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):

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

Three Months Ended March 31,

(amounts in thousands) 2026 2025

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

Amount of gain reclassified from accumulated other comprehensive income (loss) into interest expense ( 514 ) ( 2,457 ) ( 2,047 ) ( 5,448 )

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

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

Amount of gain (loss) recognized in other comprehensive income (loss) $ 4,403 $ ( 4,116 )

Amount of (gain) loss reclassified from accumulated other comprehensive income (loss) into interest expense 78 ( 1,049 )

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

Three Months Ended March 31,

(amounts in thousands) 2026 2025

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

Amount of gain reclassified from accumulated other comprehensive income (loss) into interest expense 514 2,457 2,047 5,448

Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 28,137 ) $ ( 26,938 )

Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense ( 78 ) 1,049

Fair Valuation

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

The estimated fair values at March 31, 2026 and December 31, 2025 were determined by management, using available market information and appropriate valuation methodologies.

Considerable judgment is necessary to interpret market data and develop estimated fair value.

Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments.

Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could

realize on disposition of the financial instruments.

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

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The impact of such credit valuation adjustments, determined based on the fair value of each individual contract, was not significant to the overall valuation.

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

The fair values of our mortgage notes payable, senior unsecured notes (Series A-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.

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, unsecured term loan facilities and unsecured revolving credit facility which are determined using Level 3 inputs are estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us.

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

September 30, 2025

March 31, 2026

Estimated Fair Value

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Interest rate swaps and caps included in prepaid expenses and other assets $ 6,378 $ 6,378 $ — $ 6,378 $ —

Interest rate swaps included in accounts payable and accrued expenses 117 117 — 117 —

Mortgage notes payable 621,392 593,328 — — 593,328

Senior unsecured notes - Series B-K 1,097,498 1,051,122 — — 1,051,122

Senior unsecured notes - Series B-L 1,270,909 1,225,287 — — 1,225,287

Unsecured term loan facilities 336,972 340,000 — — 340,000

Unsecured revolving credit facility 90,000 90,000 — — 90,000

December 31, 2025

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Interest rate swaps and caps 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

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

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

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

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of September 30, 2025 and December 31, 2024.

Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of March 31, 2026 and December 31, 2025.

Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

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

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

Certain commercial 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 escalation.

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

Tenant expense reimbursements are reflected in our March 31, 2026 and 2025 consolidated statements of operations as rental revenue.

Rental revenue includes fixed and variable payments.

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The components of rental revenue consisted of the following:

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

Three Months Ended March 31,

(amounts in thousands) 2026 2025

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Total rental revenue $ 166,105 $ 154,542

As of September 30, 2025, we were entitled to the following future contractual minimum lease payments (excluding tenant expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2054 (amounts in thousands):

As of March 31, 2026, we were entitled to the following future contractual minimum lease payments (excluding tenant expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2054 (amounts in thousands):

Remainder of 2026

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

As of September 30, 2025, the future lease payments to be received for signed leases that have not yet commenced was approximately $ 479.7 million.

As of March 31, 2026, the future lease payments to be received for signed leases that have not yet commenced was approximately $ 575.8 million.

We determine if an arrangement is a lease at inception.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets and lease liabilities of $ 28.0 million as of September 30, 2025 and right-of-use assets and lease liabilities of $ 28.2 million as of December 31, 2024 in our condensed consolidated balance sheets.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets and lease liabilities of $ 27.9 million as of March 31, 2026 and December 31, 2025 in our consolidated balance sheets.

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

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

The weighted average incremental borrowing rate used to calculate the right-of-use assets and lease liabilities as of September 30, 2025 was 4.5 %.

The weighted average incremental borrowing rate used to calculate the right-of-use assets and lease liabilities as of March 31, 2026 was 4.5 %.

Rent expense for lease payments related to our operating leases is recognized on a straight-line basis over the non-cancellable term of the leases.

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

As of September 30, 2025, the following table summarizes our future minimum lease payments discounted by our incremental borrowing rates to calculate the lease liabilities of our leases (amounts in thousands):

The weighted average remaining lease term as of March 31, 2026 was 44.3 years.

As of March 31, 2026, the following table summarizes our future minimum lease payments discounted by our incremental borrowing rates to calculate the lease liabilities of our leases (amounts in thousands):

Remainder of 2026

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Legal Proceedings

Except as described below, as of September 30, 2025, we were not involved in any material litigation, nor, to our knowledge, was any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business such as disputes with tenants.

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

Except as described below, as of March 31, 2026, we were not involved in any material litigation, nor, to our knowledge, was any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business such as disputes with tenants.

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

Violet Shuker Shasha Trust et al.

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

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

The statement of claim 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.

Respondents filed an answer and counterclaims.

In March 2015, the federal court action was stayed on consent of all parties pending the arbitration.

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

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

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

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

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

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

The Respondents believe those rulings are incorrect and appealed them.

On March 13, 2025, the appeals court affirmed.

The Respondents have filed a motion for leave to appeal to the New York Court of Appeals.

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

Respondents believe that any such claims are meritless.

The magistrate judge assigned to the action has 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.

Those Claimants have appealed that ruling.

The New York courts confirmed the award, and Respondents filed a petition for certiorari to the United States Supreme Court on February 2, 2026.

That petition is pending.

Notwithstanding that filing, the New York courts’ final confirmation of the award lifted the stay of execution of the judgment, which stay Respondents had previously obtained by filing an appeal bond.

Accordingly, 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 one Claimant who brought a separate action to confirm the award remains pending because, although the courts have confirmed the award as to that Claimant, she has not yet reduced the claim to a money judgment.

As of March 31, 2026 and December 31, 2025, $ 0.3 million and $ 1.8 million, respectively, were included as a component of accounts payable and accrued expenses on the accompanying consolidated balance sheets.

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

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Unfunded Capital Expenditures

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

We expect to fund

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

At March 31, 2026, we estimate that we will incur approximately $ 93.9 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements.

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

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

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Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, tenant and other receivables and deferred rent receivables.

At September 30, 2025, we held on deposit at various major financial institutions cash and cash equivalents and restricted cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation.

At March 31, 2026, we held on deposit at various major financial institutions cash and cash equivalents and restricted cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation.

Asset Retirement Obligations

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

As of September 30, 2025, management has no plans to remove or alter these properties in a manner that would trigger federal and other applicable regulations for asbestos removal, and accordingly, the obligations to remove the asbestos or asbestos-containing building materials from these properties have indeterminable settlement dates.

As of March 31, 2026, management has no plans to remove or alter these properties in a manner that would trigger federal and other applicable regulations for asbestos removal, and accordingly, the obligations to remove the asbestos or asbestos-containing building materials from these properties have indeterminable settlement dates.

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

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

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

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

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

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.

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.

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

We do not believe we have any instances of material non-compliance with environmental

or health and safety laws or regulations at our properties, and we believe that we and/or our tenants have all material permits and approvals necessary under current laws and regulations to operate our properties.

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

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

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 September 30, 2025, management believes that there are no obligations related to environmental remediation other than maintaining the affected sites in conformity with the relevant authority’s mandates and filing the required documents.

As of March 31, 2026, management believes that there are no obligations related to environmental remediation other than maintaining the affected sites in conformity with the relevant authority’s mandates and filing the required documents.

All such maintenance costs are expensed as incurred.

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We carry insurance coverage on our properties of types and in amounts with deductibles that we believe are in line with coverage customarily obtained by owners of similar properties.

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

Shares and Units

As of March 31, 2026, there were 171,089 thousand shares of Class A common stock, 970 thousand shares of Class B common stock and 110,971 thousand operating partnership units outstanding.

The controlling interest of 60.8 % is owned by ESRT.

The other 39.2 % 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.

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

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

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

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

Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60

operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions.

ESRT's Board of Directors authorized the repurchase of up to $ 500.0 million of ESRT's Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units 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.

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

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

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

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.

There were no repurchases of equity securities during the three months ended March 31, 2026.

As of March 31, 2026, ESRT had $ 500.0 million remaining of the authorized repurchase amount.

Private Perpetual Preferred Units

As of September 30, 2025, there were 4,664 thousand Series 2019 Preferred Units ("Series 2019 Preferred Units") and 1,560 thousand Series 2014 Private Perpetual Preferred Units ("Series 2014 Preferred Units") outstanding.

As of March 31, 2026, 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.

The Series 2014 Preferred Units which have a liquidation preference of $ 16.62 per unit and are entitled to receive cumulative preferential annual cash distributions of $ 0.60 per unit payable in arrears on a quarterly basis.

The Series 2014 Preferred Units have a liquidation preference of $ 16.62 per unit and are entitled to receive cumulative preferential annual cash distributions of $ 0.60 per unit payable in arrears on a quarterly basis.

Both series are not redeemable at the option of the holders and are redeemable at our option only in the case of specific defined events.

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The following is a summary of distribution activity:

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

Three Months Ended March 31,

(amounts in thousands) 2026 2025

Distributions paid to OP unitholders $ ( 9,752 ) $ ( 9,595 ) $ ( 29,240 ) $ ( 28,693 )

Distributions paid to preferred unitholders ( 1,050 ) ( 1,050 ) ( 3,151 ) ( 3,151 )

Distributions accrued and paid to OP unitholders $ ( 9,642 ) $ ( 9,733 )

Distributions accrued and paid to preferred unitholders ( 1,050 ) ( 1,050 )

Incentive and Share-Based Compensation

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

An aggregate of 11.0 million shares of ESRT common stock was authorized for issuance under awards granted pursuant to the 2024 Plan, and as of September 30, 2025 , 6.0 million shares of common stock remain available for future issuance.

An aggregate of 11.0 million shares of ESRT common stock was authorized for issuance under awards granted pursuant to the 2024 Plan, and as of March 31, 2026 , approximately 0.6 million shares of common stock remain available for future issuance.

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

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The vesting period for LTIP units, if any, will be determined at the time of issuance.

Under the terms of the LTIP units, we will revalue for tax purposes its assets upon the occurrence of certain specified events, and any increase in valuation from the time of one such event to the next such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of unitholders.

Subject to any agreed upon exceptions, once vested and having achieved parity with unitholders, LTIP units are convertible into Series PR operating partnership units on a one -for-one basis.

Under the terms of the LTIP units, we will revalue our assets for tax purposes upon the occurrence of certain specified events, and any increase in valuation from the time of one such event to the next such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of unitholders.

Subject to any agreed upon exceptions, once

vested and having achieved parity with unitholders, LTIP units are convertible into Series PR operating partnership units on a one -for-one basis.

LTIP units subject to time-based vesting, whether vested or not, receive the same per unit distributions as operating partnership units, which equal per share dividends (both regular and special) on ESRT's common stock.

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

In 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.

In March 2026, 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 1,853,983 $ 8,027

Market-based vesting LTIP units 1,847,014 $ 4,950

Performance-based vesting LTIP units 1,237,797 $ 4,950

In March 2026, we made grants of LTIP units and restricted stock to certain employees under the 2024 Plan, including:

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

Time-based vesting LTIP units 121,698 $ 589

Time-based vesting restricted stock 613,722 $ 3,179

Market-based vesting LTIP units 228,549 $ 720

Performance-based LTIP units 152,874 $ 720

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

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

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

Share-based compensation for time-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the shorter of (i) the stated vesting period, which is generally three , four or five years , or (ii) the period from the date of grant to the date the employee becomes retirement eligible for awards granted to non-named executive officer employees and awards granted before 2025 to named executive officers, which may occur upon grant.

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

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

cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units.

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

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

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

LTIP units and ESRT restricted stock issued during the three months ended March 31, 2026 were valued at $ 23.1 million.

The weighted average per unit or share fair value was $ 3.82 for grants issued for the three months ended March 31, 2026.

The fair value per unit or share granted in 2026 was estimated on the respective dates of grant using the following assumptions:

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Expected price volatility 31.0 % - 36.0 %

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

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

No other stock options, dividend equivalents, or stock appreciation rights were issued or outstanding during the three months ended March 31, 2026.

The following is a summary of ESRT restricted stock and LTIP unit activity for the three months ended March 31, 2026:

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

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Forfeited or unearned ( 538 ) — ( 536,529 ) ( 98,743 ) 4.87

Unvested balance at September 30, 2025

Unvested balance at March 31, 2026

944,495 4,656,583 4,955,561 3,634,277 $ 5.22

The time-based LTIPs and ESRT restricted stock awards granted to non-named executive officers or granted to certain named executive officers before 2025, are treated for accounting purposes as immediately vested upon the later of (i) the date the grantee attains the age of 65 , and (ii) the date on which grantee has first completed the requisite years of continuous service with our Company or its affiliates.

For award agreements that qualify, we recognize noncash compensation expense on the grant date for the time-based awards and ratably over the vesting period for the market-based and performance-based awards, and accordingly, we recognized $ 1.0 million and $ 3.7 million for the three and nine months ended September 30, 2025, respectively, and $ 1.6 million and $ 4.0 million for the three and nine months ended September 30, 2024, respectively.

Unrecognized compensation expense was $ 3.6 million at September 30, 2025, which will be recognized over a weighted average period of 1.2 years.

For the remainder of the LTIP unit awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $ 5.4 million and $ 14.6 million for the three and nine months ended September 30, 2025, respectively, and $ 4.2 million and $ 12.4 million for the three and nine months ended September 30, 2024, respectively.

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

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

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

During this period, Mr.

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

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

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

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

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

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

For award agreements that qualify, we recognize noncash compensation expense on the grant date for the time-based awards and ratably over the vesting period for the market-based and performance-based awards, and accordingly, we recognized $ 1.2 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively.

Unrecognized compensation expense was $ 2.3 million at March 31, 2026, which will be recognized over a weighted average period of 0.7 years.

For the remainder of the LTIP unit awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $ 4.7 million and $ 3.9 million for the three months ended March 31, 2026 and 2025, respectively.

Unrecognized compensation expense was $ 49.2 million at March 31, 2026, which will be recognized over a weighted average period of 2.8 years.

Earnings Per Unit

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Earnings per unit is computed as follows:

Three Months Ended Nine Months Ended

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

Three Months Ended

(amounts in thousands, except per unit amounts) March 31, 2026 March 31, 2025

Net income $ 2,995 $ 15,778

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

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

Net income attributable to common unitholders – basic and diluted $ 1,945 $ 14,728

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Diluted $ 0.01 $ 0.05

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

There were 1.6 million and zero antidilutive shares and LTIP units for the three months ended March 31, 2026 and 2025, respectively.

Related Party Transactions

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Malkin, our Chairman and Chief Executive Officer.

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

These fees were $ 0.3 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.

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

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

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

These fees were less than $ 0.1 million for the three months ended March 31, 2026 and 2025.

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

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

Total aggregate revenue was $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024, respectively.

One of ESRT's directors, Hannah Yang, is sister to Heela Yang, who is Founder and Chief Executive Officer of Sol de Janeiro USA, a tenant at One Grand Central Place — the lease commenced in April 2025 with a starting annualized rent of $ 3.5 million.

Total aggregate revenue was $ 0.1 million and $ 0.1 million for the three months ended March 31, 2026 and 2025, 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 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 eight of our properties and is expected to be expanded to additional buildings within our portfolio.

Total expense was less than $ 0.1 million for the three months ended March 31, 2026.

Segment Reporting

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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 marketing strategies.

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

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

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

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Total segment operating expenses 84,688 20,689 ( 12,821 ) 92,556

Net operating income $ 98,945 $ 6,342 $ — $ 105,287

Net operating income (loss) $ 99,671 $ ( 2,179 ) $ — $ 97,492

Segment assets $ 4,142,347 $ 263,377 $ — $ 4,405,724

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

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

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

Net operating income $ 103,140 $ 6,206 $ — $ 109,346

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

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

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

Nine Months Ended September 30, 2025

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

Revenue, excluding third-party management and other fees $ 474,706 $ 93,097 $ — $ 567,803

Intercompany rental revenue 56,011 — ( 56,011 ) —

Total revenues, excluding third-party management and other fees 530,717 93,097 ( 56,011 ) 567,803

Operating expenses:

Property operating expenses 136,897 — — 136,897

Observatory expenses — 27,450 — 27,450

Other segment expenses 1

105,892 56,011 ( 56,011 ) 105,892

Total segment operating expenses 242,789 83,461 ( 56,011 ) 270,239

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

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

Nine Months Ended September 30, 2024

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

Revenue, excluding third-party management and other fees $ 471,307 $ 98,102 $ — $ 569,409

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

Total revenues, excluding third-party management and other fees 531,815 98,102 ( 60,508 ) 569,409

Operating expenses:

Property operating expenses 132,530 — — 132,530

Observatory expenses — 27,104 — 27,104

Other segment expenses 1

103,100 60,508 ( 60,508 ) 103,100

Total segment operating expenses 235,630 87,612 ( 60,508 ) 262,734

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

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

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

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

Below is a reconciliation of Net operating income to Income before income taxes:

Three Months Ended March 31,

(amounts in thousands) 2026 2025

(unaudited) (unaudited)

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

Net Operating Income $ 97,492 $ 91,076

Gain on disposition of property — 13,170

Third-party management and other fees 277 431

Interest income 613 3,786

General and administrative expenses ( 18,093 ) ( 16,940 )

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Interest expense associated with property in receivership — ( 647 )

Loss on early extinguishment of debt — — — 553

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

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

Third-party management and other fees ( 404 ) ( 271 ) ( 1,243 ) ( 912 )

Interest income ( 1,146 ) ( 6,960 ) ( 6,799 ) ( 16,230 )

Net operating income $ 105,287 $ 109,346 $ 297,564 $ 306,675

Income before Income Taxes $ 1,933 $ 15,159

Subsequent Events

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

What changed 10-Q

Item 1. Financial Statements