Empire State Realty OP, L.P. 10-Q

ITEM 1. FINANCIAL STATEMENTS Empire State Realty OP, L.P. Consolidated Balance Sheets (amounts in thousands, except per unit amounts) March 31, 2026 December 31, 2025 ASSETS (unaudited) Real estate properties, at cost: Land $ 465,266 $ 458,662 Development costs 8,187 8,187 Building and improvements 3,793,967 3,739,058 4,267,420 4,205,907 Less: accumulated depreciation ( 1,400,827 ) ( 1,366,829 ) Real estate properties, net 2,866,593 2,839,078 Cash and cash equivalents 68,820 132,657 Restricted cash 37,326 33,854 Tenant and other receivables 23,667 22,063 Deferred rent receivables 261,275 255,270 Prepaid expenses and other assets 62,849 93,355 Deferred costs, net 262,212 267,682 Acquired below-market ground leases, net 303,621 305,579 Right of use assets 27,882 27,944 Goodwill 491,479 491,479 Total assets $ 4,405,724 $ 4,468,961 LIABILITIES AND CAPITAL Liabilities: Mortgage notes payable, net $ 621,392 $ 619,269 Senior unsecured notes, net 1,270,909 1,270,668 Unsecured term loan facilities, net 336,972 336,794 Unsecured revolving credit facility 90,000 145,000 Accounts payable and accrued expenses 111,918 120,150 Acquired below-market leases, net 37,948 39,767 Ground lease liabilities 27,882 27,944 Deferred revenue and other liabilities 57,601 59,901 Tenants’ security deposits 26,964 27,276 Total liabilities 2,581,586 2,646,769 Commitments and contingencies Capital: Private perpetual preferred units: Series 2019 Private perpetual preferred units, $ 13.52 liquidation preference, 4,664 issued and outstanding in 2026 and 2025 21,936 21,936 Series 2014 Private perpetual preferred units, $ 16.62 liquidation preference, 1,560 issued and outstanding in 2026 and 2025 8,004 8,004 Series PR operating partnership units: ESRT partner's capital ( 2,830 and 2,777 general partner operating partnership units and 169,229 and 167,717 limited partner operating partnership units outstanding in 2026 and 2025, respectively) 1,064,195 1,060,002 Limited partners' interests ( 88,058 and 83,927 limited partner operating partnership units outstanding in 2026 and 2025, respectively) 719,370 721,183 Series ES operating partnership units ( 16,469 and 16,786 limited partner operating partnership units outstanding in 2026 and 2025, respectively) 7,900 8,234 Series 60 operating partnership units ( 4,238 and 4,296 limited partner operating partnership units outstanding in 2026 and 2025, respectively) 1,721 1,790 Series 250 operating partnership units ( 2,206 and 2,216 limited partner operating partnership units outstanding in 2026 and 2025, respectively) 1,012 1,043 Total Empire State Realty OP, L.P.'s capital 1,824,138 1,822,192 Total liabilities and capital $ 4,405,724 $ 4,468,961 The accompanying notes are an integral part of these consolidated financial statements 2 Empire State Realty OP, L.P. Consolidated Statements of Operations (unaudited) Three Months Ended March 31, (amounts in thousands, except per unit amounts) 2026 2025 Revenues: Rental revenue $ 166,105 $ 154,542 Observatory revenue 18,510 23,161 Lease termination fees 1,356 — Third-party management and other fees 277 431 Other revenue and fees 4,077 1,932 Total revenues 190,325 180,066 Operating expenses: Property operating expenses 47,744 45,060 Ground rent expenses 2,331 2,331 General and administrative expenses 18,093 16,940 Observatory expenses 7,868 8,118 Real estate taxes 34,613 33,050 Depreciation and amortization 50,219 48,779 Total operating expenses 160,868 154,278 Total operating income 29,457 25,788 Other income (expense): Interest income 613 3,786 Interest expense ( 28,137 ) ( 26,938 ) Interest expense associated with property in receivership — ( 647 ) Gain on disposition of property — 13,170 Income before income taxes 1,933 15,159 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 common unitholders $ 1,945 $ 14,728 Total weighted average units: Basic 268,792 267,073 Diluted 269,348 269,529 Earnings per unit attributable to common unitholders: Basic $ 0.01 $ 0.06 Diluted $ 0.01 $ 0.05 Dividends per unit $ 0.035 $ 0.035 The accompanying notes are an integral part of these consolidated financial statements 3 Empire State Realty OP, L.P. Consolidated Statements of Comprehensive Income (unaudited) Three Months Ended March 31, (amounts in thousands) 2026 2025 Net income $ 2,995 $ 15,778 Other comprehensive income (loss): Unrealized gain (loss) on valuation of interest rate swap agreements 4,403 ( 4,116 ) Amount reclassified into interest expense 78 ( 1,049 ) Other comprehensive income (loss) 4,481 ( 5,165 ) Comprehensive income attributable to OP unitholders $ 7,476 $ 10,613 The accompanying notes are an integral part of these consolidated financial statements 4 Empire State Realty OP, L.P. Consolidated Statements of Capital For The Three Months Ended March 31, 2026 and 2025 (unaudited) 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 December 31, 2025 6,224 $ 29,940 170,495 $ 1,060,002 83,927 $ 721,183 16,786 $ 8,234 4,296 $ 1,790 2,216 $ 1,043 $ — $ 1,822,192 Conversion of operating partnership units to ESRT Partner's Capital — — 1,060 5,989 ( 675 ) ( 5,804 ) ( 317 ) ( 156 ) ( 58 ) ( 24 ) ( 10 ) ( 5 ) — — Repurchases of common units — — — — — — — — — — — — — — Equity compensation — — 504 146 4,806 5,016 — — — — — — — 5,162 Distributions — ( 1,050 ) — ( 6,022 ) — ( 2,818 ) — ( 577 ) — ( 148 ) — ( 77 ) — ( 10,692 ) Net income — 1,050 — 1,235 — 543 — 121 — 31 — 15 — 2,995 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 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 December 31, 2024 6,224 $ 29,940 167,383 $ 1,030,696 81,605 $ 711,904 18,181 $ 7,126 4,589 $ 1,436 2,393 $ 860 $ — $ 1,781,962 Conversion of operating partnership units to ESRT Partner's Capital — — 533 1,585 ( 166 ) ( 1,445 ) ( 312 ) ( 122 ) ( 27 ) ( 8 ) ( 28 ) ( 10 ) — — Repurchases of common units — — — — — — — — — — — — — — Equity compensation — — 154 ( 327 ) 4,427 4,410 — — — — — — — 4,083 Distributions — ( 1,050 ) — ( 5,880 ) — ( 2,982 ) — ( 628 ) — ( 160 ) — ( 83 ) — ( 10,783 ) Net income — 1,050 — 9,220 — 4,139 — 987 — 250 — 132 — 15,778 Other comprehensive loss — — — ( 3,234 ) — ( 1,451 ) — ( 346 ) — ( 88 ) — ( 46 ) — ( 5,165 ) 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 5 Empire State Realty OP, L.P. Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 31, (amounts in thousands) 2026 2025 Cash Flows From Operating Activities Net income $ 2,995 $ 15,778 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 50,219 48,779 Gain on disposition of property — ( 13,170 ) 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 ) Amortization of acquired below-market ground leases 1,958 1,958 Straight-lining of rental revenue ( 7,209 ) ( 5,283 ) Equity based compensation 5,872 4,980 Increase (decrease) in cash flows due to changes in operating assets and liabilities: Security deposits ( 313 ) 2,136 Tenant and other receivables ( 1,604 ) 2,356 Deferred costs ( 8,573 ) ( 7,812 ) Prepaid expenses and other assets 33,312 31,809 Accounts payable and accrued expenses ( 9,390 ) 250 Deferred revenue and other liabilities ( 1,095 ) ( 12 ) Net cash provided by operating activities 68,910 83,146 Cash Flows From Investing Activities Additions to building and improvements ( 18,186 ) ( 42,063 ) Acquisition of real estate property ( 46,479 ) — Net cash used in investing activities ( 64,665 ) ( 42,063 ) Cash Flows From Financing Activities Repayment of unsecured senior notes — ( 100,000 ) Proceeds from unsecured revolving credit facility 15,000 — Repayment of unsecured revolving credit facility ( 70,000 ) ( 120,000 ) Proceeds from mortgage notes payable 53,500 — Repayment of mortgage notes payable ( 50,961 ) ( 889 ) Deferred financing costs ( 736 ) ( 404 ) Taxes paid on withholding shares ( 710 ) ( 897 ) Private perpetual preferred unit distributions ( 1,050 ) ( 1,050 ) Distributions ( 9,653 ) ( 9,733 ) 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 6 Empire State Realty OP, L.P. Consolidated Statements of Cash Flows (continued) (unaudited) Three Months Ended March 31, (amounts in thousands) 2026 2025 Reconciliation of Cash and Cash Equivalents and Restricted Cash: Cash and cash equivalents at beginning of period $ 132,657 $ 385,465 Restricted cash at beginning of period 33,854 43,837 Cash and cash equivalents and restricted cash at beginning of period $ 166,511 $ 429,302 Cash and cash equivalents at end of period $ 68,820 $ 187,823 Restricted cash at end of period 37,326 49,589 Cash and cash equivalents and restricted cash at end of period $ 106,146 $ 237,412 Supplemental disclosures of cash flow information: Cash paid for interest $ 19,074 $ 20,357 Cash paid for income taxes $ 281 $ 1,220 Non-cash investing and financing activities: Building and improvements included in accounts payable and accrued expenses $ 56,596 $ 79,042 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 Contract asset — ( 171,003 ) Debt associated with property in receivership — 177,667 Accrued interest associated with property in receivership — 6,080 Conversion of operating partnership units to ESRT partner's capital 5,989 1,585 The accompanying notes are an integral part of these consolidated financial statements 7 Empire State Realty OP, L.P. Notes to Consolidated Financial Statements (unaudited) 1. Description of Business and Organization 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. Empire State Realty OP, L.P. (the "Operating Partnership") is the entity through which Empire State Realty Trust, Inc. (NYSE: 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 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 March 31, 2026, ESRT owned approximately 60.8 % of our operating partnership units. 2. Summary of Significant Accounting Policies There have been no material changes to the summary of significant accounting policies included in the "Summary of Significant Accounting Policies" section in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). Basis of Quarterly Presentation and Principles of Consolidation 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. In the opinion of management, all adjustments and eliminations (including intercompany balances and transactions), consisting of normal recurring adjustments, considered necessary for the fair presentation of the financial statements have been included. The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the corresponding full years. These financial statements should be read in conjunction with the financial statements and accompanying notes included in the financial statements for the year ended December 31, 2025 contained in our Annual Report. Our Observatory business is subject to tourism trends and the weather, and therefore does experience some seasonality. For the year ended December 31, 2025, approximately 18 % of our annual Observatory revenue was realized in the first quarter, 26 % was realized in the second quarter, 28 % was realized in the third quarter, and 28 % was realized in the fourth quarter. 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 do not consider the balance of our business to be subject to material seasonal fluctuations. 8 We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members. For variable interest entities ("VIE"), we consolidate the entity if we are deemed to have a variable interest in the entity and through that interest we are deemed the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. 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. This assessment will include a review of the relevant agreements to identify the rights of each party and whether those rights provide either party the power to direct the activities that most significantly impact the entity’s economic performance and benefit. In situations where we and our partner approve, among other things, the annual budget, or leases that cover more than a nominal amount of space relative to the total rentable space at each property, we would not consolidate the investment as we consider these to be substantive participation rights that result in shared power of the activities that would most significantly impact the performance and benefit of such joint venture investment. A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. 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 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. Actual results could differ from those estimates. 3. Acquisitions and Dispositions Property Acquisitions 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. 9 The following table summarizes the purchase price allocations of these acquisitions (amounts in thousands): Intangibles Property Date Acquired Land Building and Improvements Assets Liabilities Total North 6 th Street Collection (1) 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) 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. Property Dispositions 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 consolidated statement of operations. 4. Deferred Costs, Acquired Lease Intangibles and Goodwill Deferred costs, net, consisted of the following: (amounts in thousands) March 31, 2026 December 31, 2025 Deferred leasing costs $ 228,410 $ 227,722 Acquired in-place lease value, acquired deferred leasing costs and deferred acquisition costs 184,780 190,570 Acquired above-market leases 57,479 57,569 Total deferred costs, excluding deferred financing costs 470,669 475,861 Less: accumulated amortization ( 214,682 ) ( 214,917 ) Total deferred costs, net, excluding net deferred financing costs 255,987 260,944 Deferred financing costs, net, of accumulated amortization of $ 10,429 and $ 9,900 , respectively (See Note 5) 6,225 6,738 Total deferred costs, net $ 262,212 $ 267,682 10 Acquired below-market ground leases, net, consisted of the following: (amounts in thousands) March 31, 2026 December 31, 2025 Acquired below-market ground leases $ 396,916 $ 396,916 Less: accumulated amortization ( 93,295 ) ( 91,337 ) Acquired below-market ground leases, net $ 303,621 $ 305,579 Acquired below-market leases, net, consisted of the following: (amounts in thousands) March 31, 2026 December 31, 2025 Acquired below-market leases $ ( 63,802 ) $ ( 81,539 ) Less: accumulated amortization 25,854 41,772 Acquired below-market leases, net $ ( 37,948 ) $ ( 39,767 ) The total amortization related to deferred costs and acquired lease intangibles consisted of the following: Three Months Ended March 31, (amounts in thousands) 2026 2025 Rental revenue: Amortization of below-market leases, net of above-market leases $ 670 $ 798 Depreciation and amortization: Amortization of deferred leasing costs and acquired deferred leasing costs 4,920 5,369 Amortization related to acquired in-place lease value 2,399 1,408 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 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. The quantitative analysis performed concluded the fair value of the reporting unit exceeds its carrying value. 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. 11 5. Debt Debt consisted of the following: Principal Balance As of March 31, 2026 (amounts in thousands) March 31, 2026 December 31, 2025 Stated Rate Effective Rate (1) Maturity Date (2) Fixed rate mortgage debt: 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 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 % 3.56 % 11/1/2030 345 East 94th Street - Series B 5,496 5,704 SOFR plus 2.24 % 3.56 % 11/1/2030 561 10th Avenue - Series A 114,500 114,500 70 % of SOFR plus 1.07 % 3.85 % 11/1/2033 561 10th Avenue - Series B 11,594 12,105 SOFR plus 2.45 % 3.85 % 11/1/2033 Total mortgage debt 631,550 629,011 Senior unsecured notes: (4) Series B 125,000 125,000 4.09 % 4.12 % 3/27/2027 Series C 125,000 125,000 4.18 % 4.21 % 3/27/2030 Series D 115,000 115,000 4.08 % 4.11 % 1/22/2028 Series E 160,000 160,000 4.26 % 4.27 % 3/22/2030 Series F 175,000 175,000 4.44 % 4.45 % 3/22/2033 Series G 100,000 100,000 3.61 % 4.89 % 3/17/2032 Series H 75,000 75,000 3.73 % 5.00 % 3/17/2035 Series I 155,000 155,000 7.20 % 7.39 % 6/17/2029 Series J 45,000 45,000 7.32 % 7.46 % 6/17/2031 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) 245,000 245,000 SOFR plus 1.60 % 4.56 % 1/15/2031 Unsecured term loan facility (4) 95,000 95,000 SOFR plus 1.60 % 5.26 % 3/8/2029 Unsecured revolving credit facility (4) 90,000 145,000 SOFR plus 1.40 % 5.01 % 3/8/2029 Total principal 2,336,550 2,389,011 Deferred financing costs, net ( 12,070 ) ( 11,878 ) Unamortized debt discount ( 5,207 ) ( 5,402 ) Total $ 2,319,273 $ 2,371,731 ______________ (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) 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. 12 Principal Payments Aggregate required principal payments at March 31, 2026 are as follows (amounts in thousands): Year Amortization Maturities Total 2026 $ 2,997 $ — $ 2,997 2027 4,276 155,000 159,276 2028 3,555 146,091 149,646 2029 3,890 340,000 343,890 2030 4,511 508,600 513,111 Thereafter 10,123 1,157,507 1,167,630 Total $ 29,352 $ 2,307,198 $ 2,336,550 Deferred Financing Costs Deferred financing costs, net, consisted of the following: (amounts in thousands) March 31, 2026 December 31, 2025 Deferred financing costs, included as a component of net debt $ 16,778 $ 17,207 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 Less: accumulated amortization ( 15,137 ) ( 15,228 ) Total deferred financing costs, net $ 18,295 $ 18,617 The total amortization expense related to deferred financing costs consisted of the following: Three Months Ended March 31, (amounts in thousands) 2026 2025 Amortization of deferred financing costs $ 1,262 $ 1,094 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”). The first amendment amends certain sustainability margin adjustment terms. No other changes were made to the amount of the commitments, the maturity date of the outstanding loans or the covenants. The BofA Credit Facilities are comprised of a $ 620.0 million senior unsecured revolving credit facility (the “Revolving Credit Facility”) and a $ 95.0 million term loan facility (the “BofA Term Loan Facility”). We may request that the BofA Credit Facilities be increased through one or more increases in the Revolving Credit Facility or one or more increases in the BofA Term Loan Facility or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount under the second amended and restated credit agreement not to exceed $ 1.5 billion. The Revolving Credit Facility matures on March 8, 2029, inclusive of two six-month extension periods. The BofA Term Loan Facility matures on March 8, 2029, inclusive of two twelve-month extension periods. Initial interest rates on the 13 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. 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. Both facilities also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio. The agreements governing both facilities also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of REIT qualification, and occurrence of a change of control. 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 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. The terms of our senior unsecured notes include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports. The terms also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio. The agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of REIT qualification. As of March 31, 2026, we were in compliance with these covenants. 6. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: (amounts in thousands) March 31, 2026 December 31, 2025 Capital expenditures included in accounts payable and accrued expenses $ 56,596 $ 51,452 Accounts payable and accrued expenses 44,480 64,491 Interest rate swap agreements liability — 31 Accrued interest payable 10,842 4,176 Total accounts payable and accrued expenses $ 111,918 $ 120,150 14 7. Financial Instruments and Fair Values Derivative Financial Instruments We use derivative financial instruments primarily to manage interest rate risk and such derivatives are not considered speculative. These derivative instruments are typically in the form of interest rate swap and forward agreements, and the primary objective is to minimize interest rate risks associated with investing and financing activities. The counterparties of these arrangements are major financial institutions with which we may also have other financial relationships. We are exposed to credit risk in the event of non-performance by these counterparties; however, we currently do not anticipate that any of the counterparties will fail to meet their obligations. 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. 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. These interest rate swaps have been designated as cash flow hedges and hedge the variability in future cash flows associated with our existing variable-rate term loan facilities. Interest rate caps not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements. As of 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 $ 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. 15 The table below summarizes the terms of agreements and the fair values of our derivative financial instruments: (amounts in thousands, except percentages) March 31, 2026 December 31, 2025 Derivative Notional Amount Receive Rate Pay Rate Effective Date Expiration Date Asset (1) Liability (2) Asset (1) Liability (2) Interest rate swap $ 36,820 70 % of 1 Month SOFR 2.5000 % December 1, 2021 November 1, 2030 $ 156 $ — $ — $ ( 9 ) Interest rate swap 103,790 70 % of 1 Month SOFR 2.5000 % December 1, 2021 November 1, 2033 1,085 — 698 — Interest rate swap 10,710 70 % of 1 Month SOFR 1.7570 % December 1, 2021 November 1, 2033 497 — 472 — Interest rate swap 11,765 1 Month SOFR 2.2540 % December 1, 2021 November 1, 2030 377 — 354 — Interest rate swap 175,000 SOFR Compound 2.5620 % August 31, 2022 December 31, 2026 1,429 — 1,421 — Interest rate cap 6,780 70 % of 1 Month SOFR 4.5000 % October 1, 2024 November 1, 2030 17 — 11 — Interest rate cap 6,676 1 Month SOFR 5.5000 % October 1, 2024 November 1, 2030 40 — 27 — Interest rate swap 47,500 1 Month SOFR 3.3090 % March 19, 2025 March 8, 2029 283 — — ( 13 ) 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 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 March 31, (amounts in thousands) 2026 2025 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 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 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 16 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. The fair value of derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. Although the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. 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 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: March 31, 2026 Estimated Fair Value (amounts in thousands) Carrying Value Total Level 1 Level 2 Level 3 Interest rate swaps and caps included in prepaid expenses and other assets $ 6,378 $ 6,378 $ — $ 6,378 $ — Mortgage notes payable 621,392 593,328 — — 593,328 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 Estimated Fair Value (amounts in thousands) Carrying Value Total Level 1 Level 2 Level 3 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 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 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. 8. Leases Lessor We lease various spaces to tenants over terms ranging from one to 30 years. 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 March 31, 2026 and 2025 consolidated statements of operations as rental revenue. 17 Rental revenue includes fixed and variable payments. Fixed payments primarily relate to base rent and variable payments primarily relate to tenant expense reimbursements for certain property operating costs. The components of rental revenue consisted of the following: Three Months Ended March 31, (amounts in thousands) 2026 2025 Fixed payments $ 144,077 $ 135,956 Variable payments 22,028 18,586 Total rental revenue $ 166,105 $ 154,542 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 $ 392,425 2027 524,155 2028 489,978 2029 430,901 2030 375,243 Thereafter 2,063,966 $ 4,276,668 The above future minimum lease payments exclude tenant recoveries and the net accretion of above-market leases and below-market lease intangibles. Some leases are subject to termination options generally upon payment of a termination fee. The preceding table is prepared assuming such options are not exercised. 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. Lessee 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 $ 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. Right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The ground leases are due to expire between the years 2050 and 2077, inclusive of extension options, and have no variable payments or residual value guarantees. As our leases do not provide an implicit rate, we determined our incremental borrowing rate based on information available at the date of adoption of Accounting Standards Update No. 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 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 March 31, 2026 was 44.3 years. 18 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 $ 1,127 2027 1,482 2028 1,482 2029 1,482 2030 1,482 Thereafter 57,801 Total undiscounted lease payments 64,856 Present value discount ( 36,974 ) Ground lease liabilities $ 27,882 9. Commitments and Contingencies Legal Proceedings 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. v. Peter L. Malkin, Anthony E. Malkin et al. As previously disclosed in October 2014, 12 former investors (the "Claimants") in Empire State Building Associates L.L.C. (“ESBA”), which, prior to the Offering, owned the fee title to the Empire State Building, filed an arbitration with the American Arbitration Association against Peter L. Malkin, Anthony E. Malkin, Thomas N. Keltner, Jr., and our subsidiary ESRT MH Holdings LLC, the former supervisor of ESBA, (the "Respondents"). 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. 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. Respondents believe that such award in favor of the Claimants is entirely without merit and sought to vacate that portion of the award. 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. Malkin, Peter L. Malkin and Thomas N. Keltner, Jr. have defense and indemnity rights from us with respect to this arbitration. Unfunded Capital Expenditures 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. We expect that these financing requirements will be met in a similar fashion. 19 Concentration of Credit Risk 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 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 We are required to accrue costs that we are legally obligated to incur on retirement of our properties which result from acquisition, construction, development and/or normal operation of such properties. Retirement includes sale, abandonment or disposal of a property. Under that standard, a conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement is conditional on a future event that may or may not be within a company’s control and a liability for a conditional asset retirement obligation must be recorded if the fair value of the obligation can be reasonably estimated. Environmental site assessments and investigations have identified asbestos or asbestos-containing building materials in certain of our properties. As of 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. However ongoing asbestos abatement, maintenance programs and other required documentation are carried out as required and related costs are expensed as incurred. Other Environmental Matters 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. In addition to potential liability for cleanup costs, private plaintiffs may bring claims for personal injury, property damage or for similar reasons. Environmental laws also may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which that property may be used or how businesses may be operated on that property. Some of our properties are adjacent to or near other properties which are used for industrial or commercial purposes or have contained or currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. 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, 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, 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 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. 20 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 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. For example, environmental site assessments have identified asbestos or asbestos-containing material (“ACM”) in certain of our properties, and it is possible that other properties that we currently own or operate or acquire in the future contain ACM. Environmental and health and safety laws require that ACM be properly managed and maintained and may impose fines or penalties on owners, operators or employers for non-compliance with those requirements. In addition, we may be subject to liability for personal injury or property damage sustained as a result of releases of ACM into the environment. We 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, 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. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne or waterborne contaminants from the affected property or increase indoor ventilation or flush and treat water systems. In addition, the presence of significant mold or other airborne or waterborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs. We do not believe we have any material adverse indoor air quality or water quality issues at our properties. As of March 31, 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. However, we cannot be certain that we have identified all environmental liabilities at our properties, that all necessary remediation actions have been or will be undertaken at our properties or that we will be indemnified, in full or at all, in the event that such environmental liabilities arise. Insurance Coverage 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. 10. Capital 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 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. 21 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'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 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 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 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. Distributions The following is a summary of distribution activity: Three Months Ended March 31, (amounts in thousands) 2026 2025 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 On May 9, 2024, the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2024 Equity Incentive Plan (the “2024 Plan”) was approved by our shareholders. The 2024 Plan provides for grants to directors, employees and consultants of ESRT and the Operating Partnership, including options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalents and other equity-based awards, and replaced the First Amended and Restated Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2019 Equity Incentive Plan ("2019 Plan", and collectively with the 2024 Plan, the "Plans"). The shares of ESRT Class A common stock underlying any awards under the Plans that are forfeited, canceled or otherwise terminated, other than by exercise, will be added back to the shares of ESRT Class A common stock available for issuance under the 2024 Plan. Shares tendered or held back upon exercise of a stock option or settlement of an award under the Plans to cover the exercise price or tax withholding and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of ESRT Class A common stock available for issuance under the 2024 Plan. 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 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. Each LTIP unit awarded will be deemed equivalent to an award of one share of ESRT stock under the Plans, reducing the availability for other equity awards on a one -for-one basis. 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 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 22 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 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. An employee is retirement eligible when the employee attains the (i) age of 65 and (ii) the date on which the employee has first completed the requisite years of continuous service with us or our affiliates. Share-based compensation for market-based equity awards and performance-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over three or four years . Additionally, for the performance-based equity awards, we assess, at each reporting period, whether it is probable that the performance conditions will be satisfied. We recognize expense respective to the number of awards we expect to vest at the conclusion of the measurement period. Changes in estimate are accounted for in the period of change through a cumulative catch-up adjustment. Any forfeitures of share-based compensation awards are recognized as they occur. For the market-based LTIP units, the fair value of the awards was estimated using a Monte Carlo Simulation model and discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. Our stock price, along with the prices of the comparative indexes, is assumed to follow the Geometric Brownian Motion Process. Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on our stock price and the comparative indexes were estimated based on implied volatilities and historical volatilities using an appropriate look-back period. 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 23 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 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: 2026 Expected life 2.0 to 5.3 years Dividend rate 1.9 % Risk-free interest rate 3.7 % Expected price volatility 31.0 % - 36.0 % 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 Unvested balance at December 31, 2025 621,800 4,135,243 3,626,843 2,685,625 $ 6.32 Vested ( 290,489 ) ( 1,454,341 ) ( 210,316 ) ( 343,276 ) 6.89 Granted 613,722 1,975,681 2,075,563 1,390,671 3.82 Forfeited or unearned ( 538 ) — ( 536,529 ) ( 98,743 ) 4.87 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 $ 1.2 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 Earnings per unit is calculated by dividing the net income attributable to common unitholders by the weighted average number of units outstanding during the respective period. Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Share-based payment awards are included in the calculation of diluted income using the treasury stock method if dilutive. 24 Earnings per unit is computed as follows: Three Months Ended (amounts in thousands, except per unit amounts) March 31, 2026 March 31, 2025 Numerator: Net income $ 2,995 $ 15,778 Private perpetual preferred unit distributions ( 1,050 ) ( 1,050 ) Net income attributable to common unitholders – basic and diluted $ 1,945 $ 14,728 Denominator: Weighted average units outstanding – basic 268,792 267,073 Effect of dilutive securities: Stock-based compensation plans 556 2,456 Weighted average units outstanding – diluted 269,348 269,529 Earnings per unit: Basic $ 0.01 $ 0.06 Diluted $ 0.01 $ 0.05 There were 1.6 million and zero antidilutive shares and LTIP units for the three months ended March 31, 2026 and 2025, respectively. 11. Related Party Transactions Supervisory Fee Revenue Since ESRT became a public company, we have earned supervisory fees from entities affiliated with Anthony E. Malkin, our Chairman and Chief Executive Officer. 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. Property Management Fee Revenue Since ESRT became a public company, we have earned property management fees from entities affiliated with Anthony E. Malkin. 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. Other We receive rent generally at the market rental rate for 5,447 square feet of leased space from an entity affiliated with Anthony E. Malkin at one of our properties. Under the lease, the tenant has the right to cancel such lease without special payment on 90 days’ notice. We also have a shared use agreement with such tenant, to occupy a portion of the leased premises as the office location for Peter L. Malkin, our chairman emeritus, utilizing approximately 15 % of the space, for which we pay to such tenant an allocable pro rata share of the cost. We also have agreements with these entities and excluded properties and businesses to provide them with general computer-related support services. Total aggregate revenue was $ 0.1 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. 25 12. Segment Reporting The Company's operating segments are based on our method of internal reporting and include our office properties, retail portfolio, multifamily portfolio, and the Observatory. These operating segments have been aggregated for reporting into two reportable segments: (1) real estate and (2) Observatory. Our real estate segment includes all activities related to the ownership, management, operation, acquisition, redevelopment, repositioning and disposition of our traditional real estate assets. Our Observatory segment operates the 86th and 102nd floor observatories at the Empire State Building. 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. Our Chief Executive Officer, who also serves as our CODM, manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. The CODM uses Net Operating Income ("NOI") to review actual performance and decide whether to invest in capital expenditures, pursue acquisitions and/or dispositions, determine dividend payments, and/or engage in other capital transactions. Our CODM does not evaluate operating segments using asset or liability information. The following tables provide components of segment net income for each segment: Three Months Ended March 31, 2026 (amounts in thousands) Real Estate Observatory Intersegment Elimination Total Revenues: Revenue, excluding third-party management and other fees $ 171,538 $ 18,510 $ — $ 190,048 Intercompany rental revenue 12,821 — ( 12,821 ) — Total revenues, excluding third-party management and other fees 184,359 18,510 ( 12,821 ) 190,048 Segment operating expenses: Property operating expenses 47,744 — — 47,744 Observatory expenses — 7,868 — 7,868 Other segment expenses (1) 36,944 12,821 ( 12,821 ) 36,944 Total segment operating expenses 84,688 20,689 ( 12,821 ) 92,556 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. 26 Three Months Ended March 31, 2025 (amounts in thousands) Real Estate Observatory Intersegment Elimination Total Revenues: Revenue, excluding third-party management and other fees $ 156,474 $ 23,161 $ — $ 179,635 Intercompany rental revenue 15,160 — ( 15,160 ) — Total revenues, excluding third-party management and other fees 171,634 23,161 ( 15,160 ) 179,635 Segment operating expenses: Property operating expenses 45,060 — — 45,060 Observatory expenses — 8,118 — 8,118 Other segment expenses (1) 35,381 15,160 ( 15,160 ) 35,381 Total segment operating expenses 80,441 23,278 ( 15,160 ) 88,559 Net operating income (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. Below is a reconciliation of Net operating income to Income before income taxes: Three Months Ended March 31, (amounts in thousands) 2026 2025 (unaudited) Net Operating Income $ 97,492 $ 91,076 Add: Gain on disposition of property — 13,170 Third-party management and other fees 277 431 Interest income 613 3,786 Less: General and administrative expenses ( 18,093 ) ( 16,940 ) Depreciation and amortization ( 50,219 ) ( 48,779 ) Interest expense ( 28,137 ) ( 26,938 ) Interest expense associated with property in receivership — ( 647 ) Income before Income Taxes $ 1,933 $ 15,159 13. Subsequent Events None. 27