Durels Thomas P. 4

4 · Empire State Realty Trust, Inc. · Filed Feb 5, 2026

AI-generated summary of this filing

Updated Feb 5, 2026

Empire State Realty (ESRT) EVP Durels Thomas Receives 263,831-Unit Award

What Happened

Durels Thomas P., EVP, Real Estate at Empire State Realty Trust (ESRT), was granted 263,831 long-term incentive plan units (LTIP Units) on Feb 3, 2026. The LTIP Units are a derivative award reported as acquired at $0.00 (no cash paid).
These LTIP Units were earned based on a three-year performance period ending Dec 31, 2025; 50% of the earned units fully vested as of Jan 1, 2026 and the remaining 50% will vest on Dec 31, 2026 subject to continued employment.

Key Details

Transaction date: 2026-02-03; Form 4 filed 2026-02-05 (timely filing).
Transaction type/code: Award/Grant (A); amount: 263,831 LTIP Units; price reported: $0.00 (derivative).
Shares owned after transaction: Not disclosed in the filing.
Footnote highlights:
- F1: LTIP Units 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 ESRT or for cash at the issuer’s option; conversion rights have no expiration.
- F2: The units were earned based on operational performance and industry-relative total shareholder return over the three-year period ending Dec 31, 2025; half vested Jan 1, 2026, the remainder vests Dec 31, 2026 conditioned on continued employment.
Grant made under the Empire State Realty Trust, Inc. 2019 Equity Incentive Plan.

Context

This was an earned compensation award (not an open-market purchase or sale). Such awards reflect compensation/long-term incentive arrangements rather than an insider buying/selling signal.
Because 50% already vested, a portion may now be convertible/redeemable per the plan’s terms; the remaining portion is time- and employment- contingent.

Form 4

Period: 2026-02-03

EVP, Real Estate

Transactions

Award
LTIP Units
[F1][F2]
2026-02-03+263,831→ 3,211,106 total
→ Class A Common Stock (263,831 underlying)

Footnotes (2)

[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. 2019 Equity Incentive Plan.
[F2]These LTIP Units were earned on the achievement of certain performance criteria based on the Issuer's operational performance and total shareholder return measured in industry-relative terms during a three-year performance period which ended on December 31, 2025. 50% of such earned LTIP Units fully vested as of January 1, 2026, and the remaining 50% of such earned LTIP Units will vest on December 31, 2026 subject to continued employment.

Signature

/s/ Heather L. Houston, Attorney-in-Fact|2026-02-05

1 file