Durels Thomas P. 4

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.