Giliberto Salvatore Michael 4
4 · Empire State Realty Trust, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Empire State Realty (ESRT) Director Salvatore Giliberto Receives LTIP Award
What Happened
Salvatore Michael Giliberto, a director of Empire State Realty Trust, Inc. (ESRT), was granted two awards of long-term incentive plan units (LTIP Units) on May 15, 2026. The grants total 43,092 LTIP Units (23,856 and 19,236 units) recorded at $0.00 (transaction code A — award/grant). These LTIP Units are derivative interests that can convert into Operating Partnership units and are ultimately redeemable for Class A common stock on a one-for-one basis or for cash at the issuer’s option, subject to conversion and tax allocation conditions.
Key Details
- Transaction date: 2026-05-15; Form 4 filed: 2026-05-19 (filed within the typical two-business-day window).
- Grants: 23,856 LTIP Units and 19,236 LTIP Units; reported acquisition price $0.00; total = 43,092 LTIP Units.
- Derivative nature: LTIP Units convertible into Operating Partnership Units and redeemable for ESRT Class A shares (one-for-one), subject to vesting and tax allocation conditions (see footnote).
- Vesting/holding: One tranche vests ratably over the first four anniversaries of the grant and the other vests ratably over the first three anniversaries; each LTIP Unit is subject to an additional two‑year holding period after the grant date. The 3-year tranche was issued in lieu of the director’s annual cash retainer.
- Shares owned after transaction: Not specified in the filing.
- Filing remarks: Exhibit 24 (Power of Attorney) attached.
Context
These awards are grants of LTIP Units under ESRT’s 2026 Equity Incentive Plan (transaction code A). They are not cash purchases or sales and do not represent immediate transfers of common stock; conversion into equity and any redemption for shares or cash will depend on vesting and conversion mechanics. Grants to directors are common as compensation and do not, by themselves, indicate buying or selling sentiment.
Insider Transaction Report
- Award
LTIP Units
[F1][F2]2026-05-15+23,856→ 172,306 total→ Class A Common Stock (23,856 underlying) - Award
LTIP Units
[F1][F3]2026-05-15+19,236→ 191,542 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.