GILBERT STEVEN J 4
4 · Empire State Realty Trust, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Empire State Realty (ESRT) Director Steven J. Gilbert Receives Award
What Happened
- Steven J. Gilbert, a director of Empire State Realty Trust, received two grants of long-term incentive plan units (LTIP Units) on 2026-05-15: 23,856 LTIP Units and 19,236 LTIP Units, for a total of 43,092 units. Each grant was reported as an award (code A) at $0.00 per unit and is a derivative award rather than a cash purchase.
- These LTIP Units can convert (upon vesting and subject to tax allocation conditions) into Operating Partnership Units, which are redeemable one-for-one for Class A common shares of Empire State Realty Trust, Inc. (or for cash at the issuer’s option). The conversion rights have no expiration date.
Key Details
- Transaction date: 2026-05-15; Filing date: 2026-05-19 (filed late — 4 days after transaction).
- Grant amounts/prices: 23,856 LTIP Units @ $0.00 and 19,236 LTIP Units @ $0.00 (total 43,092 LTIP Units).
- Shares owned after transaction: Not specified in the filing.
- Vesting/holding: One grant vests ratably over the first four anniversaries of the grant date (plus a two‑year additional holding period); the other vests ratably over the first three anniversaries and was issued in lieu of the director’s cash retainer (also subject to a two‑year holding period).
- Filing note: Exhibit 24 (Power of Attorney) attached.
Context
- These are awards under the Empire State Realty Trust, Inc. 2026 Equity Incentive Plan and represent derivative compensation, not an open‑market purchase or sale. Derivative awards like LTIP Units typically convert into partnership units and then into common shares over time as they vest.
- Because this is a grant (not a purchase or sale), it should not be read as an immediate market sentiment signal; vesting and holding restrictions mean the units convert to equity only over future periods.
Insider Transaction Report
Form 4
GILBERT STEVEN J
Director
Transactions
- Award
LTIP Units
[F1][F2]2026-05-15+23,856→ 227,721 total→ Class A Common Stock (23,856 underlying) - Award
LTIP Units
[F1][F3]2026-05-15+19,236→ 246,957 total→ Class A Common Stock (19,236 underlying)
Footnotes (3)
- [F1]These represent long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon sufficient allocations to the capital accounts of the LTIP Units for federal income tax purposes, LTIP Units are convertible by the Reporting Person, upon vesting, into an equivalent number of units of limited partnership interests ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc. (the "Issuer") on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP Units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates. These LTIP Units were granted under the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan.
- [F2]These LTIP Units vest ratably on each of the first four anniversaries of the date of grant. Each of the LTIP Units is subject to a holding period for an additional two years following the applicable grant date of such LTIP Unit.
- [F3]These LTIP Units vest ratably on each of the first three anniversaries of the date of grant, and are being issued separately in connection with the Reporting Person's election to receive LTIP Units in lieu of receiving any portion of the Reporting Person's annual base retainer in cash. Each of the LTIP Units is subject to a holding period for an additional two years following the applicable grant date of such LTIP Unit.
Signature
/s/ Susanne J. Lieu, Attorney-in-Fact|2026-05-19