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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-05 · 92 added, 161 removed, 224 unchanged (53% of the section changed)

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and its consolidated subsidiaries.

This Management’s Discussion and Analysis provides a comparison of our performance for the three and nine month periods ended September 30, 2025 with the corresponding three and nine month periods ended September 30, 2024 and reviews our financial position as of September 30, 2025.

This Management’s Discussion and Analysis provides a comparison of our performance for the three month periods ended March 31, 2026 with the corresponding three month periods ended March 31, 2025 and reviews our financial position as of March 31, 2026.

The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “ Securities Act "), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions.

You can identify forward-looking statements by the use of forward-looking terminology such as “aims," "anticipates," "approximately," "believes," "contemplates," "continues," "estimates," "expects," "forecasts," "hope," "intends," "may," "plans," "seeks," "should," "thinks," "will," "would" or the negative of these words and phrases or similar words or phrases.

In particul ar, statements pertaining to our capital resources, portfolio performance, distribution policy and results of operations contain forward-looking statements.

Likewise, all of our statements regarding anticipated growth in our portfolio from operations, acquisitions and anticipated market conditions, demographics and results of operations are forward-looking statements.

Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control, and you should not rely on them as predictions of future events.

Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them.

We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).

Many important factors could cause actual results, performance, achievements, and future events to differ materially from those set forth, implied, anticipated, expected, projected, assumed or contemplated in the forward-looking statements, including, among other things:

(i) economic, market, political and social impact of, and uncertainty relating to, any catastrophic events, including pandemics, epidemics or other outbreaks of disease, natural disasters and extreme weather events, terrorism and other armed hostilities, as well as cybersecurity threats and technology disruptions;

(ii) increased costs due to tariffs or other economic factors;

(iii) a failure of conditions or performance regarding any event or transaction described herein;

(iv) resolution of legal proceedings involving the Company;

(v) reduced demand for office, multifamily or retail space, including as a result of the changes in the use of office space and remote work;

(vi) changes in our business strategy;

(vii) a decline in Observatory visitors due to changes in domestic or international tourism, including due to health crises, geopolitical events, currency exchange rates, and/or competition from other observatories;

(viii) defaults on, early terminations of, or non-renewal of, leases by tenants;

(ix) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors;

(x) declining real estate valuations and impairment charges;

(xi) termination of our ground leases;

(xii) limitations on our ability to pay down, refinance, restructure or extend our indebtedness or borrow additional funds;

(xiii) decreased rental rates or increased vacancy rates;

(xiv) difficulties in executing capital projects or development projects successfully or on the anticipated timeline or budget;

(xv) difficulties in identifying and completing acquisitions;

(xvi) impact of changes in governmental regulations, tax laws and rates and similar matters;

(xvii) our failure to qualify as a REIT;

(xviii) incurrence of taxable capital gain on disposition of an asset due to failure of compliance with a 1031 exchange program;

(xix) our disclosure controls and internal control over financial reporting, including any material weakness;

and (xx) failure to achieve sustainability metrics and goals, including as a result of tenant collaboration, and impact of governmental regulation on our sustainability efforts.

For a further discussion of these and other factors that could impact the Company's future results, performance, or transactions, see the section entitled “Risk Factors” in the Company’s Annual Report for the year ended December 31, 2024, and other risks described in documents subsequently filed by the Company from time to time with the SEC.

While forward-looking statements reflect the Company's good faith beliefs, they do not guarantee future performance.

Any forward-looking statement speaks only as of the date on which it was made, and we assume no obligation to update or revise publicly any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events, or other changes after the date of this Quarterly Report on Form 10-Q, except as required by applicable law.

Prospective investors should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company (or to third parties making the forward-looking statements).

Highlights for the three months ended September 30, 2025

• Net income of $13.6 million.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act.

We intend these forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are not historical facts and can generally be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “estimate,” “may,” “will,” “should,” “would,” and similar expressions.

Forward-looking statements are based on our current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

These risks and uncertainties include, among others:

economic and market conditions (including the impact of catastrophic events, pandemics, extreme weather, terrorism, armed hostilities, cybersecurity threats and other technology disruptions);

increased costs due to tariffs or other economic factors;

changes in the New York City office, retail, multifamily and tourism markets (including changes in the use of office space and remote work);

leasing activity, tenant defaults, early terminations and renewals, occupancy levels and rental rates;

performance of the Observatory (including tourism levels, currency and geopolitical impacts, weather and competition);

interest rate volatility and capital markets conditions, including our ability to refinance, restructure or extend indebtedness;

real estate valuation declines and potential impairment charges;

our ability to execute capital projects and complete acquisitions on acceptable terms;

risks relating to governmental regulation, environmental and climate-related requirements (including Local Law 97), and our ability to achieve sustainability goals and metrics;

risks relating to our ground leases;

our ability to maintain our qualification as a REIT;

potential taxable gain arising from transactions structured to qualify under Section 1031;

legal proceedings;

and risks relating to our disclosure controls and internal control over financial reporting.

For a discussion of these and other factors, see the section entitled “Risk Factors” in the Company’s Annual Report for the year ended December 31, 2025, and any additional factors that may be contained in any filing the Company makes with the SEC.

We undertake no obligation to update or revise any forward-looking statement to reflect subsequent events or circumstances, except as required by law.

Highlights for the three months ended March 31, 2026

• Net income attributable to the Company of $1.9 million.

• Core Funds From Operations ("Core FFO") of $53.2 million attributable to common unitholders.

• Signed a total of 113,484 rentable square feet of new, renewal, and expansion leases.

• 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.

Results of Operations

The discussion below relates to our results of operations for the three and nine months ended September 30, 2025 and 2024, respectively.

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

The discussion below relates to our results of operations for the three months ended March 31, 2026 and 2025, respectively.

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The following table summarizes the historical results of operations:

Three Months Ended September 30,

Three Months Ended March 31,

2026 2025 Change %

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Observatory revenue — 18,510 18,510 — 23,161 23,161 (4,651) (20.1) %

Lease termination fees — — — 4,771 — 4,771 (4,771) (100.0) %

Lease termination fees 1,356 — 1,356 — — — 1,356 N/A

Third-party management and other fees 277 — 277 431 — 431 (154) (35.7) %

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Income before income taxes 4,007 (2,074) 1,933 15,247 (88) 15,159 (13,226) (87.2) %

Income tax expense (317) (1,328) (1,645) (216) (1,226) (1,442) (203) (14.1) %

Net income 8,519 5,126 13,645 17,765 5,031 22,796 (9,151) (40.1) %

Income tax (expense) benefit (142) 1,204 1,062 (206) 825 619 443 71.6 %

Net income (loss) 3,865 (870) 2,995 15,041 737 15,778 (12,783) (81.0) %

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

Net income attributable to common unitholders $ 7,469 $ 5,126 $ 12,595 $ 16,715 $ 5,031 $ 21,746 $ (9,151) (42.1) %

Net income (loss) attributable to common unitholders $ 2,815 $ (870) $ 1,945 $ 13,991 $ 737 $ 14,728 $ (12,783) (86.8) %

Real Estate Segment

Rental Revenue

The increase in rental revenue during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily attributable to the acquisitions during 2024 and 2025 and higher tenant reimbursement income.

Property Operating Expenses

The increase in property operating expenses during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to higher repair and maintenance costs and by the increase from acquisitions during 2024 and 2025.

Real Estate Taxes

The increase in real estate taxes during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to higher tax rates and property valuations and by the increase from acquisitions during 2024 and 2025.

Interest Income

The decrease in interest income during the three months ended September 30, 2025 was primarily attributable to a decrease in cash and cash equivalents due to unlevered property acquisitions during 2024 and 2025, the paydown of the $120.0 million revolving credit facility and the $100.0 million Series A senior unsecured notes in March 2025.

Observatory Segment

Observatory Revenue

Observatory revenues were lower due to lower visitation during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to lower levels of international tourism in 2025 as compared to 2024.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Nine Months Ended September 30,

2025 2024 Change %

(amounts in thousands) Real Estate Segment Observatory Segment Total Real Estate Segment Observatory Segment Total

Rental revenue $ 466,492 $ — $ 466,492 $ 459,469 $ — $ 459,469 $ 7,023 1.5 %

Observatory revenue — 93,097 93,097 — 98,102 98,102 (5,005) (5.1) %

Lease termination fees 464 — 464 4,771 — 4,771 (4,307) (90.3) %

Third-party management and other fees 1,243 — 1,243 912 — 912 331 36.3 %

Other revenues and fees 7,750 — 7,750 7,067 — 7,067 683 9.7 %

Total revenues 475,949 93,097 569,046 472,219 98,102 570,321 (1,275) (0.2) %

Operating expenses:

The increase in rental revenue during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributable to the net impact of acquisitions and dispositions made during 2025 as disclosed in "Financial Statements - Note 3.

Acquisitions and Dispositions" in this Quarterly Report on Form 10-Q, and increases in tenant reimbursement income.

Property Operating Expenses

Ground rent expenses 6,994 — 6,994 6,994 — 6,994 — — %

General and administrative expenses 54,368 — 54,368 52,364 — 52,364 (2,004) (3.8) %

Observatory expenses — 27,450 27,450 — 27,104 27,104 (346) (1.3) %

The increase in property operating expenses during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to higher operating payroll costs and utilities costs.

Real Estate Taxes

Depreciation and amortization 144,068 128 144,196 139,346 107 139,453 (4,743) (3.4) %

Total operating expenses 441,225 27,578 468,803 427,340 27,211 454,551 (14,252) (3.1) %

Operating income 34,724 65,519 100,243 44,879 70,891 115,770 (15,527) (13.4) %

Intercompany rent revenue (expense) 56,011 (56,011) — 60,508 (60,508) — — — %

Other income (expense):

Interest income 6,420 379 6,799 16,022 208 16,230 (9,431) (58.1) %

Interest expense (77,253) — (77,253) (77,859) — (77,859) 606 0.8 %

Interest expense associated with property in receivership (647) — (647) (2,550) — (2,550) 1,903 74.6 %

Loss on early extinguishment of debt — — — (553) — (553) 553 100.0 %

Gain on disposition of property 13,170 — 13,170 12,065 — 12,065 1,105 9.2 %

Income before income taxes 32,425 9,887 42,312 52,512 10,591 63,103 (20,791) (32.9) %

Income tax expense (682) (822) (1,504) (537) (1,000) (1,537) 33 2.1 %

Net income 31,743 9,065 40,808 51,975 9,591 61,566 (20,758) (33.7) %

Private perpetual preferred unit distributions (3,151) — (3,151) (3,151) — (3,151) — — %

Net income attributable to non-controlling interests in other partnerships — — — (4) — (4) 4 100.0 %

Net income attributable to common unitholders $ 28,592 $ 9,065 $ 37,657 $ 48,820 $ 9,591 $ 58,411 $ (20,754) (35.5) %

Real Estate Segment

Rental Revenue

The increase in rental revenue was primarily attributable to the increase in operating and real estate tax expense escalations during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

New lease commencements in excess of expirations in the current period also drove an increase in the Company's portfolio.

These increases were partially offset by the net impact from the disposition made during 2024 and the acquisitions made during 2024 and 2025.

Property Operating Expenses

The increase in property operating expenses was primarily due to higher repair and maintenance costs and cleaning-related payroll costs during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

This was partially offset by the net impact from the disposition made during 2024 and the acquisitions made during 2024 and 2025.

General and Administrative Expenses

The increase in general and administrative expenses was primarily due to recognition of non-cash stock based compensation expense during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The increase in real estate taxes during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to the net impact of acquisitions and dispositions made during 2025 as disclosed in "Financial Statements - Note 3.

Acquisitions and Dispositions" in this Quarterly Report on Form 10-Q.

Interest Income

The decrease in interest income during the nine months ended September 30, 2025 was primarily attributable to a decrease in cash and cash equivalents due to unlevered property acquisitions during 2024 and 2025, the paydown of the $120.0 million revolving credit facility and the $100.0 million Series A senior unsecured notes in March 2025.

Gain on Disposition of Property

The gain on disposition activity for the nine months ended September 30, 2024 and 2025, represents the derecognition of assets and certain liabilities in connection with the consensual foreclosure of First Stamford Place in Stamford, Connecticut in May 2024, and the subsequent deconsolidation of the mezzanine debt obligation in connection with the completion of the consensual foreclosure in February 2025, respectively.

The decrease in interest income during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily due to lower cash balances due to property acquisitions during 2025 and 2026, the paydown of the $120.0 million revolving credit facility and the $100.0 million Series A senior unsecured notes in March 2025.

See "Financial Statements — Note 5.

Acquisitions and Dispositions" for additional details.

Debt" in this Quarterly Report on Form 10-Q.

Observatory Segment

Observatory Revenue

Observatory revenues were lower due to lower visitation during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to lower levels of international tourism in 2025 as compared to 2024, in addition to more bad weather days during holiday weekends in the second quarter of 2025 as compared to 2024.

Observatory revenues were lower due to lower visitation during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to lower levels of international tourism in 2026 as compared to 2025.

Liquidity and Capital Resources

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Even if there are no material changes to our anticipated liquidity requirements, our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or needed.

Our primary sources of liquidity will generally consist of cash on hand, cash generated from our operating activities, debt issuances and unused borrowing capacity under our unsecured revolving credit facility.

We expect to meet our short-term liquidity requirements, including distributions, operating expenses, working capital, debt service, and capital expenditures from cash flows from operations, cash on hand, debt issuances, and available borrowing capacity under our unsecured revolving credit facility.

Our primary sources of liquidity will generally consist of cash on hand, cash generated from our operating activities, debt issuances, common and/or preferred equity issuances and unused borrowing capacity under our unsecured revolving credit facility.

We expect to meet our short-term liquidity requirements, including distributions, operating expenses, working capital, debt service, and capital expenditures from cash flows from operations, cash on hand, debt issuances, common and/or preferred issuances and available borrowing capacity under our unsecured revolving credit facility.

The availability of these borrowings is subject to the conditions set forth in the applicable loan agreements.

We expect to meet our long-term capital requirements, including acquisitions, redevelopments and capital expenditures through our cash flows from operations, cash on hand, our unsecured revolving credit facility, mortgage financings, debt issuances, common and/or preferred equity issuances and asset sales.

We expect to meet our long-term capital requirements, including acquisitions, redevelopments, repositioning and capital expenditures through our cash flows from operations, cash on hand, our unsecured revolving credit facility, mortgage financings, debt issuances, common and/or preferred equity issuances and asset sales.

Our properties require periodic investments of capital for individual lease related tenant improvement allowances, general capital improvements and costs associated with capital expenditures.

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ESRT's charter does not restrict the amount of leverage that we may use.

At September 30, 2025, we had $154.1 million available in cash and cash equivalents, and $620.0 million available under our unsecured revolving credit facility.

At September 30, 2025, we had approximately $2.1 billion of total consolidated indebtedness outstanding, with a weighted average interest rate of 4.34% and a weighted average maturity of 4.8 years.

At March 31, 2026, we had $68.8 million available in cash and cash equivalents and there was $530.0 million available under our unsecured revolving credit facility.

At March 31, 2026, we had approximately $2.3 billion of total consolidated indebtedness outstanding, with a weighted average interest rate of 4.54% and a weighted average maturity of 4.8 years.

Portfolio Transaction Activity

In June 2025, we closed on the acquisition of two retail properties on North 6th 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.

On March 28, 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 and now own 100% of the ownership interests in these assets.

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 sale of an office property, Metro Center, in Stamford, Connecticut at a sale price of $64.0 million in addition to a release to us of approximately $6.2 million of restricted cash previously held in escrow.

In connection with this sale we repaid the related $71.6 million mortgage.

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 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.

Unsecured Revolving Credit and Term Loan Facilities

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 BofA Credit Facilities.

The first amendment amends certain sustainability margin adjustment terms.

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

In March 2024, we closed a $715.0 million, five-year unsecured credit agreement which consists of a $620.0 million revolver and a $95.0 million term loan facility, each of which mature on March 8, 2029, inclusive of the extension periods.

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

As of March 31, 2026 , unsecured term loan facilities, net, amounted to $337.0 million .

We have no unsecured term loans maturing until March 2029.

In 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.

See "Financial Statements - Note 5.

Debt" for a summary of our unsecured revolving credit and term loan facilities.

Debt" for more information on our unsecured revolving credit and term loan facilities.

Financial Covenants

As of September 30, 2025, we were in compliance with the following financial covenants related to our unsecured facilities:

Financial Covenant Required September 30, 2025 In Compliance

As of March 31, 2026, we were in compliance with the following financial covenants related to our unsecured facilities:

Financial Covenant Required March 31, 2026 In Compliance

Maximum total leverage < 60% 36.3 % Yes

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Mortgage Debt

As of September 30, 2025, mortgage notes payable, net, amounted to $691.0 million.

Our next mortgage debt maturity is for $ 50.0 million in April 2026.

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

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

On February 5, 2025, the consensual foreclosure was completed, title of the property was transferred to the mortgage lender and we were released of our mortgage obligation.

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

Our next mortgage debt maturity is for $30.0 million in May 2027.

In March 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.

See "Financial Statements - Note 5.

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Senior Unsecured Notes

As of September 30, 2025, senior unsecured notes, net, amounted to $1.1 billion.

As of March 31, 2026, senior unsecured notes, net, amounted to $1.3 billion.

We have no senior unsecured notes maturing until March 2027.

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

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%.

Subsequent to quarter end on October 15, 2025, we entered into the Purchase Agreement in connection with a private placement of the

Series L Notes.

Under the Purchase Agreement, we will issue and sell $175.0 million aggregate principal amount of 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.

Subsequent to quarter-end on April 15, 2026, we entered into a Note Purchase Agreement with the purchasers named therein (the "Purchase Agreement") in connection with a private placement of $130.0 million aggregate principal amount of the 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.

See "Financial Statements - Note 5.

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Office Properties (1)(2)

Nine Months Ended September 30,

Three Months Ended March 31,

Total New Leases, Expansions, and Renewals (3)

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Retail Properties (1)(2)

Nine Months Ended September 30,

Three Months Ended March 31,

Total New Leases, Expansions, and Renewals (3)

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_______________

(1) Excludes an aggregate of 475,442 and 475,744 rentable square feet of retail space in our Manhattan office properties in 2025 and 2024, respectively.

(2) The tables above exclude our multifamily properties.

(1) Office activity excludes an aggregate of 472,724 and 475,744 rentable square feet of retail space in our office properties in 2026 and 2025, respectively, that is included in the retail activity for the respective years.

(2) The tables above include base retail in our multifamily properties.

(3) The number of leases signed include "Early Renewals" which are leases signed over two years prior to the lease expiration.

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(5) Presents all tenant improvement and leasing commission costs as if they were incurred in the period in which the lease was signed, which may be different than the period in which they were actually paid.

(6) Includes an aggregate of 475,442 and 475,744 rentable square feet of retail space in our Manhattan office properties in 2025 and 2024, respectively.

(amounts in thousands) Nine Months Ended September 30,

(amounts in thousands) Three Months Ended March 31,

Total Commercial Portfolio 2026 2025

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(1) Includes all capital expenditures, excluding tenant improvements and leasing commission costs.

As of September 30, 2025, we expect to incur additional costs relating to obligations under existing lease agreements of approximately $96.8 million for tenant improvements and leasing commissions.

As of March 31, 2026, we expect to incur additional costs relating to obligations under existing lease agreements of approximately $93.9 million for tenant improvements and leasing commissions.

We intend to fund the tenant improvements and leasing commission costs through a combination of operating cash flow, cash on hand and other borrowings.

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Distribution to Equity Holders

Distributions amounting to $32.4 million and $31.8 million have been made to equity holders for the nine months ended September 30, 2025 and 2024, respectively.

Distributions amounting to $10.7 million and $10.8 million have been accrued or paid to equity holders for the three months ended March 31, 2026 and 2025, respectively.

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.

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.

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

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

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.

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

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

See "Financial Statements - Note 10.

Comparison of Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Cash and cash equivalents and restricted cash were $197.8 million and $469.9 million as of September 30, 2025 and 2024, respectively.

Comparison of Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Cash and cash equivalents and restricted cash were $106.1 million and $237.4 million as of March 31, 2026 and 2025, respectively.

The decrease was primarily the result of the following changes in cash flows:

Operating activities .

Net cash provided by operating activities increased by $4.3 million to $215.2 million primarily due to changes in working capital.

Net cash provided by operating activities decreased by $14.2 million to $68.9 million primarily due to changes in working capital.

Investing activities .

Net cash used in investing activities decreased by $130.4 million to $188.1 million primarily due to the $31.7 million acquisition of two retail properties on North 6 th Street in Williamsburg, Brooklyn in June 2025, compared to the $143.4 million acquisition of a portfolio of retail properties on North 6 th Street Williamsburg in September 2024.

Net cash used in investing activities increased by $22.6 million to $64.7 million primarily due to the $46.5 million acquisition of a retail property on North 6 th Street in Williamsburg in March 2026, inclusive of transaction costs and closing credits, partially offset by a $23.9 million decrease in capital expenditures in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Financing activities .

Net cash used in financing activities increased by $429.2 million to $258.6 million primarily due to the 2025 repayments of the $120.0 million previously drawn on the revolving credit facility and the $100.0 million Series A senior unsecured notes, compared to the 2024 proceeds from the issuance of $225.0 million Series I-K senior unsecured notes.

Net cash used in financing activities decreased by $168.4 million to $64.6 million primarily due to the net $55.0 million repayments of the unsecured revolving credit facility in the three months ended March 31, 2026 compared to $120.0 million repayments of the unsecured revolving credit facility in the three months ended March 31, 2025, in addition to the repayments of the $100.0 million Series A senior unsecured notes in the three months ended March 31, 2025.

See "Financial Statements - Note 5.

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(i) the cost of funds of the property owner, (ii) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, (iii) acquisition expenses, loss on early extinguishment of debt, impairment charges and loss from derivative financial instruments, or (iv) general and administrative expenses and other gains and losses that are specific to the property owner.

The cost of funds is eliminated from NOI because it is specific to the particular financing capabilities and constraints of the owner.

The cost of funds is eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital which may have changed or may change in the future.

Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office or retail properties that result from use of the properties or changes in market conditions.

The cost of funds is eliminated from NOI because it is specific to the particular financing capabilities and constraints of the owner and is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital which may have changed or may change in the future.

Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office, retail or multifamily properties that result from use of the properties or changes in market conditions.

While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time.

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The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to NOI:

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

Three Months Ended March 31,

(amounts in thousands) 2026 2025

(unaudited) (unaudited)

Net income $ 2,995 $ 15,778

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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

Income tax benefit (1,062) (619)

Gain on disposition of property — (13,170)

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Modified Funds From Operations ("Modified FFO") adds back an adjustment for any below-market ground lease amortization to traditionally defined FFO.

We believe this a useful supplemental measure in evaluating our operating performance due to the non-cash accounting treatment under GAAP, which stems from the third quarter 2014 acquisition of two option properties following our formation transactions as they carry significantly below market ground leases, the amortization of which is material to our overall results.

We believe this is a useful supplemental measure in evaluating our operating performance due to the non-cash accounting treatment under GAAP, which stems from the third quarter 2014 acquisition of two option properties following our formation

transactions as they carry significantly below market ground leases, the amortization of which is material to our overall results.

We present Modified FFO because we believe it is an important supplemental measure of our operating performance in that it adds back the non-cash amortization of below-market ground leases.

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Core FFO adds back to Modified FFO the following items:

Interest expense associated with property in receivership and loss on early extinguishment of debt.

loss on early extinguishment of debt, acquisition expenses, severance expenses, IPO litigation expense and interest expense associated with property in receivership.

The Company believes Core FFO is an important supplemental measure of its operating performance because it excludes non-recurring items.

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The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to FFO, Modified FFO and Core FFO:

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

Three Months Ended March 31,

(amounts in thousands) 2026 2025

(unaudited) (unaudited)

Net income $ 2,995 $ 15,778

Non-controlling interests in other partnerships — — — (4)

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

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Interest expense associated with property in receivership — 647

Loss on early extinguishment of debt — — — 553

Core FFO attributable to common unitholders $ 53,195 $ 52,034

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Leasing commission costs are similarly subject to significant fluctuations depending upon the length of leases being signed and the mix of tenants from quarter to quarter.

As of September 30, 2025, there were approximately 0.9 million rentable square feet of space in our portfolio available to lease (including leases signed but not yet commenced) representing 10.4% of the net rentable square footage of the properties in our commercial portfolio.

As of March 31, 2026, there were approximately 1.2 million rentable square feet of space in our portfolio available to lease (including leases signed but not yet commenced) representing 13.2% of the net rentable square footage of the properties in our commercial portfolio.

In addition, leases representing 4.2% and 7.0% of net rentable square footage of the properties in our commercial portfolio will expire in 2026 and in 2027, respectively.

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Observatory Operations

For the nine months ended September 30, 2025, the Observatory hosted 1,705,000 visitors, compared to 1,860,000 visitors for the nine months ended September 30, 2024, a decrease of 8.3%.

Observatory revenue for the nine months ended September 30, 2025 was $93.1 million, a 5.1% decrease from $98.1 million for the nine months ended September 30, 2024.

For the three months ended March 31, 2026, the Observatory hosted 350,000 visitors, compared to 428,000 visitors for the three months ended March 31, 2025, a decrease of 18.2%.

Observatory revenue for the three months ended March 31, 2026 was $18.5 million, a 20.1% decrease from $23.2 million for the three months ended March 31, 2025.

Observatory revenues were lower primarily due to lower levels of international visitors in 2026 as compared to 2025.

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and (v) weather trends.

We believe the global economy, including the real estate sector, currently navigates an environment of uncertainty around inflation, interest rates, tariffs, economic growth and geopolitical unrest.

We believe the global economy, including the real estate sector, currently navigates an environment of uncertainty around inflation, interest rates, tariffs, economic growth, geopolitical unrest, and volatile oil prices.

There have been concerns about the challenges of refinancing existing low interest rate loans at higher rates.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis