Giliberto Salvatore Michael 4

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.