SEC Form 10-Q filed by Empire State Realty Trust Inc.

5/7/26 4:27:38 PM ET

$ESRT

Real Estate Investment Trusts

Real Estate

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esrt-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36105

EMPIRE STATE REALTY TRUST, INC.

(Exact name of Registrant as specified in its charter)


Maryland						37-1645259
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

111 West 33rd Street, 12th Floor

New York, New York 10120

(Address of principal executive offices) (Zip Code)

(212) 687-8700

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	ESRT	The New York Stock Exchange
Class B Common Stock, par value $0.01 per share	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 5, 2026, there were 171,460,307 shares of Class A Common Stock, $0.01 par value per share, outstanding and 969,900 shares of Class B Common Stock, $0.01 par value per share, outstanding.


	EMPIRE STATE REALTY TRUST, INC.
	FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
	TABLE OF CONTENTS	PAGE
PART 1.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	2
	Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)	3
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025 (unaudited)	4
	Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2026 and 2025 (unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	8
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	37
ITEM 4.	CONTROLS AND PROCEDURES	37
PART II.	OTHER INFORMATION	37
ITEM 1.	LEGAL PROCEEDINGS	37
ITEM 1A.	RISK FACTORS	38
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	38
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	38
ITEM 4.	MINE SAFETY DISCLOSURES	38
ITEM 5.	OTHER INFORMATION	38
ITEM 6.	EXHIBITS	39
SIGNATURES		40

ITEM 1. FINANCIAL STATEMENTS

Empire State Realty Trust, Inc.

Consolidated Balance Sheets


(amounts in thousands, except per share amounts)	March 31, 2026		December 31, 2025
ASSETS	(unaudited)
Real estate properties, at cost:
Land	$	465,266	$	458,662
Development costs	8,187		8,187
Building and improvements	3,793,967		3,739,058
	4,267,420		4,205,907
Less: accumulated depreciation	(1,400,827)		(1,366,829)
Real estate properties, net	2,866,593		2,839,078

Cash and cash equivalents	68,820		132,657
Restricted cash	37,326		33,854

Tenant and other receivables	23,667		22,063
Deferred rent receivables	261,275		255,270
Prepaid expenses and other assets	62,849		93,355
Deferred costs, net	262,212		267,682
Acquired below-market ground leases, net	303,621		305,579
Right of use assets	27,882		27,944
Goodwill	491,479		491,479
Total assets	$	4,405,724	$	4,468,961
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	621,392	$	619,269
Senior unsecured notes, net	1,270,909		1,270,668
Unsecured term loan facilities, net	336,972		336,794
Unsecured revolving credit facility	90,000		145,000


Accounts payable and accrued expenses	111,918		120,150
Acquired below-market leases, net	37,948		39,767
Ground lease liabilities	27,882		27,944
Deferred revenue and other liabilities	57,601		59,901
Tenants’ security deposits	26,964		27,276

Total liabilities	2,581,586		2,646,769
Commitments and contingencies
Equity:
Empire State Realty Trust, Inc. stockholders' equity:
Preferred stock, $0.01 par value per share, 50,000 shares authorized, none issued or outstanding	—		—
Class A common stock, $0.01 par value per share, 400,000 shares authorized, 171,089 and 169,523 shares issued and outstanding in 2026 and 2025, respectively	1,711		1,695
Class B common stock, $0.01 par value per share, 50,000 shares authorized, 970 and 972 shares issued and outstanding in 2026 and 2025, respectively	10		10
Additional paid-in capital	1,097,522		1,091,444
Accumulated other comprehensive income	9,387		6,501
Retained deficit	(44,435)		(39,648)
Total Empire State Realty Trust, Inc. stockholders' equity	1,064,195		1,060,002
Non-controlling interests in the Operating Partnership	730,003		732,250


Series 2019 Private perpetual preferred units, $13.52 liquidation preference, 4,664 issued and outstanding in 2026 and 2025	21,936		21,936
Series 2014 Private perpetual preferred units, $16.62 liquidation preference, 1,560 issued and outstanding in 2026 and 2025	8,004		8,004
Total equity	1,824,138		1,822,192
Total liabilities and equity	$	4,405,724	$	4,468,961

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Consolidated Statements of Operations

(unaudited)


	Three Months Ended March 31,
(amounts in thousands, except per share amounts)	2026		2025
Revenues:
Rental revenue	$	166,105	$	154,542

Observatory revenue	18,510		23,161
Lease termination fees	1,356		—
Third-party management and other fees	277		431
Other revenue and fees	4,077		1,932
Total revenues	190,325		180,066
Operating expenses:
Property operating expenses	47,744		45,060
Ground rent expenses	2,331		2,331
General and administrative expenses	18,093		16,940
Observatory expenses	7,868		8,118
Real estate taxes	34,613		33,050


Depreciation and amortization	50,219		48,779
Total operating expenses	160,868		154,278
Total operating income	29,457		25,788
Other income (expense):
Interest income	613		3,786
Interest expense	(28,137)		(26,938)
Interest expense associated with property in receivership	—		(647)

Gain on disposition of property	—		13,170
Income before income taxes	1,933		15,159
Income tax benefit	1,062		619
Net income	2,995		15,778
Net income attributable to non-controlling interests:
Non-controlling interest in the Operating Partnership	(710)		(5,508)

Private perpetual preferred unit distributions	(1,050)		(1,050)
Net income attributable to common stockholders	$	1,235	$	9,220

Total weighted average shares:
Basic	170,673		167,181
Diluted	269,348		269,529

Earnings per share attributable to common stockholders:
Basic	$	0.01	$	0.06
Diluted	$	0.01	$	0.05

Dividends per share	$	0.035	$	0.035

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
Net income	$	2,995	$	15,778
Other comprehensive income (loss):
Unrealized gain (loss) on valuation of interest rate swap agreements	4,403		(4,116)
Amount reclassified into interest expense	78		(1,049)
Other comprehensive income (loss)	4,481		(5,165)
Comprehensive income	7,476		10,613
Net income attributable to non-controlling interests and private perpetual preferred unitholders	(1,760)		(6,558)
Other comprehensive (income) loss attributable to non-controlling interests	(1,636)		1,931
Comprehensive income attributable to common stockholders	$	4,080	$	5,986

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Consolidated Statements of Stockholders' Equity

For The Three Months Ended March 31, 2026 and 2025

(unaudited)


(amounts in thousands)	Number of Class A Common Shares	Class A Common Stock		Number of Class B Common Shares	Class B Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Deficit		Total Stockholders' Equity		Non-controlling Interests		Private Perpetual Preferred Units		Total Equity
Balance at December 31, 2025	169,523	$	1,695	972	$	10	$	1,091,444	$	6,501	$	(39,648)	$	1,060,002	$	732,250	$	29,940	$	1,822,192

Conversion of operating partnership units and Class B shares to Class A shares	1,062	11		(2)	—		5,937		41		—		5,989		(5,989)		—		—
Repurchases of common shares	—	—		—	—		—		—		—		—		—		—		—


Equity compensation:
LTIP units	—	—		—	—		—		—		—		—		5,016		—		5,016
Restricted stock, net of forfeitures	504	5		—	—		141		—		—		146		—		—		146
Dividends and distributions	—	—		—	—		—		—		(6,022)		(6,022)		(3,620)		(1,050)		(10,692)
Net income	—	—		—	—		—		—		1,235		1,235		710		1,050		2,995
Other comprehensive income	—	—		—	—		—		2,845		—		2,845		1,636		—		4,481
Balance at March 31, 2026	171,089	$	1,711	970	$	10	$	1,097,522	$	9,387	$	(44,435)	$	1,064,195	$	730,003	$	29,940	$	1,824,138


(amounts in thousands)	Number of Class A Common Shares	Class A Common Stock		Number of Class B Common Shares	Class B Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Deficit		Total Stockholders' Equity		Non-controlling Interests		Private Perpetual Preferred Units		Total Equity
Balance at December 31, 2024	166,405	$	1,664	978	$	10	$	1,077,976	$	9,934	$	(58,888)	$	1,030,696	$	721,326	$	29,940	$	1,781,962

Conversion of operating partnership units and Class B shares to Class A shares	535	5		(2)	—		1,547		33		—		1,585		(1,585)		—		—
Repurchases of common shares	—	—		—	—		—		—		—		—		—		—		—

Equity compensation:
LTIP units	—	—		—	—		—		—		—		—		4,410		—		4,410
Restricted stock, net of forfeitures	154	2		—	—		(329)		—		—		(327)		—		—		(327)
Dividends and distributions	—	—		—	—		—		—		(5,880)		(5,880)		(3,853)		(1,050)		(10,783)
Net income	—	—		—	—		—		—		9,220		9,220		5,508		1,050		15,778
Other comprehensive loss	—	—		—	—		—		(3,234)		—		(3,234)		(1,931)		—		(5,165)
Balance at March 31, 2025	167,094	$	1,671	976	$	10	$	1,079,194	$	6,733	$	(55,548)	$	1,032,060	$	723,875	$	29,940	$	1,785,875

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited)


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
Cash Flows From Operating Activities
Net income	$	2,995	$	15,778
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	50,219		48,779
Gain on disposition of property	—		(13,170)
Amortization of non-cash items within interest expense	2,304		2,175
Settlement of interest rate hedge contracts	1,104		—
Amortization of acquired above- and below-market leases, net	(670)		(798)
Amortization of acquired below-market ground leases	1,958		1,958
Straight-lining of rental revenue	(7,209)		(5,283)
Equity based compensation	5,872		4,980


Increase (decrease) in cash flows due to changes in operating assets and liabilities:
Security deposits	(313)		2,136
Tenant and other receivables	(1,604)		2,356
Deferred costs	(8,573)		(7,812)
Prepaid expenses and other assets	33,312		31,809
Accounts payable and accrued expenses	(9,390)		250
Deferred revenue and other liabilities	(1,095)		(12)

Net cash provided by operating activities	68,910		83,146
Cash Flows From Investing Activities
Additions to building and improvements	(18,186)		(42,063)
Acquisition of real estate property	(46,479)		—





Net cash used in investing activities	(64,665)		(42,063)
Cash Flows From Financing Activities

Repayment of unsecured senior notes	—		(100,000)
Proceeds from unsecured revolving credit facility	15,000		—
Repayment of unsecured revolving credit facility	(70,000)		(120,000)


Proceeds from mortgage notes payable	53,500		—
Repayment of mortgage notes payable	(50,961)		(889)
Deferred financing costs	(736)		(404)


Taxes paid on withholding shares	(710)		(897)
Private perpetual preferred unit distributions	(1,050)		(1,050)
Dividends paid to common stockholders	(6,022)		(5,880)
Distributions paid to non-controlling interests in the operating partnership	(3,631)		(3,853)
Net cash used in financing activities	(64,610)		(232,973)
Net decrease in cash and cash equivalents and restricted cash	(60,365)		(191,890)
Cash and cash equivalents and restricted cash—beginning of period	166,511		429,302
Cash and cash equivalents and restricted cash—end of period	$	106,146	$	237,412

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Consolidated Statements of Cash Flows (continued)

(unaudited)


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	132,657	$	385,465
Restricted cash at beginning of period	33,854		43,837
Cash and cash equivalents and restricted cash at beginning of period	$	166,511	$	429,302

Cash and cash equivalents at end of period	$	68,820	$	187,823
Restricted cash at end of period	37,326		49,589
Cash and cash equivalents and restricted cash at end of period	$	106,146	$	237,412

Supplemental disclosures of cash flow information:
Cash paid for interest	$	19,074	$	20,357
Cash paid for income taxes	$	281	$	1,220

Non-cash investing and financing activities:
Building and improvements included in accounts payable and accrued expenses	$	56,596	$	79,042
Write-off of fully depreciated assets	8,902		9,270
Write-off of fully amortized deferred costs	8,703		—
Write-off of fully amortized acquired below-market leases	17,737		—
Interest capitalized in building and improvements	916		—
Derivative instruments at fair values included in prepaid expenses and other assets	6,378		7,035

Contract asset	—		(171,003)
Debt associated with property in receivership	—		177,667

Accrued interest associated with property in receivership	—		6,080
Conversion of operating partnership units and Class B shares to Class A shares	5,989		1,585

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Notes to Consolidated Financial Statements

(unaudited)

1. Description of Business and Organization

As used in these consolidated financial statements, unless the context otherwise requires, “we,” “us,” “our,” the “Company,” and "ESRT" mean Empire State Realty Trust, Inc. and its consolidated subsidiaries.

Empire State Realty Trust, Inc. (NYSE: ESRT) is a NYC-focused real estate investment trust ("REIT") that owns and operates a portfolio of well-leased, top of tier, modernized, amenitized, and well-located office, retail, and multifamily assets. ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observatory. The Company is a recognized leader in energy efficiency and indoor environmental quality.

As of March 31, 2026, our portfolio was comprised of approximately 8.0 million rentable square feet of office space, 0.8 million rentable square feet of retail space and 743 residential units, which are located in New York City. Our office portfolio included 10 properties (including three long-term ground leasehold interests), all of which are located in Manhattan. Additionally, we have entitled land in Stamford, Connecticut that can support the development of either office or residential per local zoning.

We were organized as a Maryland corporation on July 29, 2011 and commenced operations upon completion of our initial public offering and related formation transactions on October 7, 2013 (the "Offering"). Our operating partnership, Empire State Realty OP, L.P. (the "Operating Partnership"), holds substantially all of our assets and conducts substantially all of our business. As of March 31, 2026, we owned approximately 60.8% of the aggregate operating partnership units in the Operating Partnership. We, as the sole general partner in the Operating Partnership, have responsibility and discretion in the management and control of the Operating Partnership, and the limited partners in the Operating Partnership, in such capacity, have no authority to transact business for, or participate in the management activities of, the Operating Partnership. Accordingly, the Operating Partnership has been consolidated by us. We elected to be subject to tax as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2013.

2. Summary of Significant Accounting Policies

There have been no material changes to the summary of significant accounting policies included in the "Summary of Significant Accounting Policies" section in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).

Basis of Quarterly Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments and eliminations (including intercompany balances and transactions), consisting of normal recurring adjustments, considered necessary for the fair presentation of the financial statements have been included.

The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the corresponding full years. These financial statements should be read in conjunction with the financial statements and accompanying notes included in the financial statements for the year ended December 31, 2025 contained in our Annual Report. Our Observatory business is subject to tourism trends and the weather, and therefore does experience some seasonality. For the year ended December 31, 2025, approximately 18% of our annual Observatory revenue was realized in the first quarter, 26% was realized in the second quarter, 28% was realized in the third quarter, and 28% was realized in the fourth quarter. Our multifamily business experiences some seasonality based on general market trends in New York City – the winter months (November through January) are slower in terms of lease activity. We seek to mitigate this by staggering lease terms such that lease expirations are matched with seasonal demand. We do not consider the balance of our business to be subject to material seasonal fluctuations.

We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members. For variable interest entities ("VIE"), we consolidate the entity if we are deemed to have a variable interest in the entity and through that interest we are deemed the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. The Operating Partnership is a VIE of ESRT. As the Operating Partnership is already consolidated in the financial statements of ESRT, the identification of this entity as a VIE has no impact on our consolidated financial statements. We also determined that the Operating Partnership has a variable interest in and is the primary beneficiary of the intermediary entity that holds title to 130 Mercer Street acquired in December 2025, and as a result is consolidated in the financial statements of ESRT as of March 31, 2026.

We assess consolidation accounting treatment for each investment in a VIE. This assessment will include a review of the relevant agreements to identify the rights of each party and whether those rights provide either party the power to direct the activities that most significantly impact the entity’s economic performance and benefit. In situations where we and our partner approve, among other things, the annual budget, or leases that cover more than a nominal amount of space relative to the total rentable space at each property, we would not consolidate the investment as we consider these to be substantive participation rights that result in shared power of the activities that would most significantly impact the performance and benefit of such joint venture investment.

A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Non-controlling interests are required to be presented as a separate component of equity in the consolidated balance sheets and in the consolidated statements of operations by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests.

Accounting Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires management to use estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Significant items subject to such estimates and assumptions include allocation of the purchase price of acquired real estate properties among tangible and intangible assets, determination of the useful life of real estate properties and other long-lived assets, valuation and impairment analysis of real estate properties, goodwill, right-of-use assets and other long-lived and indefinite-lived assets, estimate of tenant expense reimbursements, valuation of the allowance for doubtful accounts, and valuation of derivative instruments, ground lease liabilities, senior unsecured notes, mortgage notes payable, unsecured revolving credit and term loan facilities, and equity-based compensation. These estimates are prepared using management’s best judgment, after considering past, current, and expected events and economic conditions. Actual results could differ from those estimates.

3. Acquisitions and Dispositions

Property Acquisitions

In March 2026, we closed on the acquisition of a retail property on North 6th Street in Williamsburg, Brooklyn for a purchase price of $46.0 million.

In December 2025, we closed on the acquisition of 130 Mercer Street (555-557 Broadway, "The Scholastic Building"), located in the SoHo submarket of Manhattan, for a purchase price of $386.0 million. In connection with the acquisition, we entered into a lease with the former owner for approximately 0.2 million square feet of office space in the building, with an initial term of 15-years and two renewal options of ten years each. We will redevelop the remaining office space, amenity and common areas of the building.

In June 2025, we closed on the acquisition of two retail properties on North 6th Street in Williamsburg, Brooklyn for a purchase price of $31.0 million.

The following table summarizes the purchase price allocations of these acquisitions (amounts in thousands):


						Intangibles
Property	Date Acquired	Land		Building and Improvements		Assets		Liabilities		Total
North 6th Street Collection(1)	3/27/2026	$	6,604	$	39,875	$	—	$	—	$	46,479
130 Mercer(2)	12/17/2025	66,309		247,994		91,207		(25,180)		380,330
North 6th Street Collection(3)	6/30/2025	11,243		20,458		—		—		31,701
(1) Includes approximately 22,000 square feet of retail space on North 6th Street in Williamsburg, which is newly constructed. Includes capitalized transaction costs and closing credits amounting to $0.5 million. (2) Includes approximately 396,000 square feet of space, comprised of 368,000 square feet of office space and 28,000 square feet of retail space. Includes capitalized transaction costs and closing credits amounting to $(5.7) million. (3) Includes two retail properties with eleven residential units on North 6th Street in Williamsburg, Brooklyn. Includes capitalized transaction costs of $0.7 million.

Property Dispositions

The following table summarizes properties disposed of during the three and twelve months ended March 31, 2026 and December 31, 2025, respectively (amounts in thousands):


Property	Date of Disposal	Sales Price		Gain on Disposition
Metro Center, Stamford, Connecticut(1)	12/22/2025	$	64,000	$	21,848
(1) In connection with the sale of Metro Center, we repaid the related $71.6 million mortgage.

On February 5, 2025, the consensual foreclosure of First Stamford Place that commenced in 2024 was completed and we were released of the senior mortgage obligation and derecognized the related contract asset. In connection with the completion of the consensual foreclosure we concluded that we are no longer the primary beneficiary of the entity that holds the First Stamford Place mezzanine debt obligation as we no longer have the power to direct the activities that most significantly impact the VIE's economic performance, nor the right to receive the benefits from the VIE. As a result, the entity was deconsolidated during the three months ended March 31, 2025 and we recognized a gain of $13.2 million from the mezzanine debt obligation. The gain is included as a component of gain on disposition of property in the accompanying consolidated statement of operations.

4. Deferred Costs, Acquired Lease Intangibles and Goodwill

Deferred costs, net, consisted of the following:


(amounts in thousands)	March 31, 2026		December 31, 2025
Deferred leasing costs	$	228,410	$	227,722
Acquired in-place lease value, acquired deferred leasing costs and deferred acquisition costs	184,780		190,570
Acquired above-market leases	57,479		57,569
Total deferred costs, excluding deferred financing costs	470,669		475,861
Less: accumulated amortization	(214,682)		(214,917)
Total deferred costs, net, excluding net deferred financing costs	255,987		260,944
Deferred financing costs, net, of accumulated amortization of $10,429 and $9,900, respectively (See Note 5)	6,225		6,738
Total deferred costs, net	$	262,212	$	267,682

Acquired below-market ground leases, net, consisted of the following:


(amounts in thousands)	March 31, 2026		December 31, 2025
Acquired below-market ground leases	$	396,916	$	396,916
Less: accumulated amortization	(93,295)		(91,337)
Acquired below-market ground leases, net	$	303,621	$	305,579

Acquired below-market leases, net, consisted of the following:


(amounts in thousands)	March 31, 2026		December 31, 2025
Acquired below-market leases	$	(63,802)	$	(81,539)
Less: accumulated amortization	25,854		41,772
Acquired below-market leases, net	$	(37,948)	$	(39,767)

The total amortization related to deferred costs and acquired lease intangibles consisted of the following:


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
Rental revenue:
Amortization of below-market leases, net of above-market leases	$	670	$	798
Depreciation and amortization:
Amortization of deferred leasing costs and acquired deferred leasing costs	4,920		5,369
Amortization related to acquired in-place lease value	2,399		1,408

As of March 31, 2026 and December 31, 2025, we had goodwill of $491.5 million. Goodwill was allocated $227.5 million to the Observatory reportable segment and $264.0 million to the real estate reportable segment.

We performed our annual goodwill testing in October 2025 for both the Real Estate and Observatory reportable segments. We bypassed the optional qualitative goodwill impairment assessment and proceeded directly to a quantitative assessment of the Observatory reportable segment and engaged a third-party valuation consulting firm to perform the valuation process. The quantitative analysis used a combination of the discounted cash flow method (a form of the income approach) utilizing Level 3 unobservable inputs and the guideline company method (a form of the market approach). Significant assumptions under the former included revenue and cost projections, weighted average cost of capital, long-term growth rate and income tax considerations while the latter included guideline company enterprise values, revenue multiples, EBITDA multiples and control premium rates. Our methodology to review goodwill impairment, which included a significant amount of judgment and estimates, provided a reasonable basis to determine whether impairment had occurred. The quantitative analysis performed concluded the fair value of the reporting unit exceeds its carrying value. Many of the factors employed in determining whether or not goodwill is impaired are outside of our control, and it is reasonably likely that assumptions and estimates will change in future periods.

5. Debt

Debt consisted of the following:


	Principal Balance				As of March 31, 2026
(amounts in thousands)	March 31, 2026		December 31, 2025		Stated Rate		Effective Rate(1)		Maturity Date(2)
Fixed rate mortgage debt:
1542 Third Avenue	$	30,000	$	30,000	4.29	%	4.53	%	5/1/2027
1010 Third Avenue and 77 West 55th Street	32,860		33,102		4.01	%	4.21	%	1/5/2028
250 West 57th Street	180,000		180,000		2.83	%	3.21	%	12/1/2030
1333 Broadway	160,000		160,000		4.21	%	4.29	%	2/5/2033
10 Union Square East(3)	53,500		50,000		5.33	%	5.59	%	4/1/2036
345 East 94th Street - Series A	43,600		43,600		70% of SOFR plus 0.95%		3.56	%	11/1/2030
345 East 94th Street - Series B	5,496		5,704		SOFR plus 2.24%		3.56	%	11/1/2030
561 10th Avenue - Series A	114,500		114,500		70% of SOFR plus 1.07%		3.85	%	11/1/2033
561 10th Avenue - Series B	11,594		12,105		SOFR plus 2.45%		3.85	%	11/1/2033
Total mortgage debt	631,550		629,011
Senior unsecured notes:(4)

Series B	125,000		125,000		4.09	%	4.12	%	3/27/2027
Series C	125,000		125,000		4.18	%	4.21	%	3/27/2030
Series D	115,000		115,000		4.08	%	4.11	%	1/22/2028
Series E	160,000		160,000		4.26	%	4.27	%	3/22/2030
Series F	175,000		175,000		4.44	%	4.45	%	3/22/2033
Series G	100,000		100,000		3.61	%	4.89	%	3/17/2032
Series H	75,000		75,000		3.73	%	5.00	%	3/17/2035
Series I	155,000		155,000		7.20	%	7.39	%	6/17/2029
Series J	45,000		45,000		7.32	%	7.46	%	6/17/2031
Series K	25,000		25,000		7.41	%	7.52	%	6/17/2034
Series L	175,000		175,000		5.47	%	5.70	%	1/7/2031
Unsecured term loan facility (4)	245,000		245,000		SOFR plus 1.60%		4.56	%	1/15/2031
Unsecured term loan facility (4)	95,000		95,000		SOFR plus 1.60%		5.26	%	3/8/2029
Unsecured revolving credit facility (4)	90,000		145,000		SOFR plus 1.40%		5.01	%	3/8/2029
Total principal	2,336,550		2,389,011
Deferred financing costs, net	(12,070)		(11,878)
Unamortized debt discount	(5,207)		(5,402)
Total	$	2,319,273	$	2,371,731

______________

(1)The effective rate is the yield as of March 31, 2026 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements as of March 31, 2026.

(2)Maturity dates presented are inclusive of extension options. Pre-payment is generally allowed for each loan upon payment of a customary pre-payment penalty.

(3)Without the effect of the treasury locks executed in connection with the refinancing of the mortgage, the stated rate is 5.59%.

(4)At March 31, 2026, we were in compliance with all debt covenants.

Principal Payments

Aggregate required principal payments at March 31, 2026 are as follows (amounts in thousands):


Year	Amortization		Maturities		Total
2026	$	2,997	$	—	$	2,997
2027	4,276		155,000		159,276
2028	3,555		146,091		149,646
2029	3,890		340,000		343,890
2030	4,511		508,600		513,111
Thereafter	10,123		1,157,507		1,167,630
Total	$	29,352	$	2,307,198	$	2,336,550

Deferred Financing Costs

Deferred financing costs, net, consisted of the following:


(amounts in thousands)	March 31, 2026		December 31, 2025
Deferred financing costs, included as a component of net debt	$	16,778	$	17,207
Deferred financing costs, included as a component of net deferred costs (See Note 4)	16,654		16,638
Total deferred financing costs	$	33,432	$	33,845
Less: accumulated amortization	(15,137)		(15,228)
Total deferred financing costs, net	$	18,295	$	18,617

The total amortization expense related to deferred financing costs consisted of the following:


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
Amortization of deferred financing costs	$	1,262	$	1,094

Unsecured Revolving Credit and Term Loan Facilities

On November 14, 2025, through our Operating Partnership, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, that amends and restates the credit agreement dated March 19, 2020, which governs our senior unsecured term loan credit facility (the “Wells Term Loan Facility”). The Wells Term Loan Facility is comprised of a senior unsecured term loan credit facility and matures on January 15, 2031, inclusive of two twelve-month extensions. The initial interest rate on the Wells Term Loan Facility, which may change based on our leverage levels, is SOFR plus 150 basis points. We may request the Wells Term Loan Facility be increased through one or more increases or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $310.0 million. As of March 31, 2026, our borrowings amounted to $245.0 million under the Wells Term Loan Facility.

On May 28, 2025, through our Operating Partnership, we entered into a first amendment to our second amended and restated credit agreement, dated March 8, 2024, with Bank of America, N.A., as administrative agent and other lenders party thereto, which governs our senior unsecured revolving credit facility and term loan facility (collectively, the “BofA Credit Facilities”). The first amendment amends certain sustainability margin adjustment terms. No other changes were made to the amount of the commitments, the maturity date of the outstanding loans or the covenants. The BofA Credit Facilities are comprised of a $620.0 million senior unsecured revolving credit facility (the “Revolving Credit Facility”) and a $95.0 million term loan facility (the “BofA Term Loan Facility”). We may request that the BofA Credit Facilities be increased through one or more increases in the Revolving Credit Facility or one or more increases in the BofA Term Loan Facility or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount under the second amended and restated credit agreement not to exceed $1.5 billion.

The Revolving Credit Facility matures on March 8, 2029, inclusive of two six-month extension periods. The BofA Term Loan Facility matures on March 8, 2029, inclusive of two twelve-month extension periods. Initial interest rates on the

BofA Credit Facilities, which may change based on our leverage levels, are SOFR plus a benchmark adjustment of 10 basis points ("adjusted SOFR") plus 130 basis points for any drawn portion of the Revolving Credit Facility and adjusted SOFR plus 150 basis points for the BofA Term Loan Facility. In addition, the BofA Credit Facilities have a sustainability-linked pricing mechanism that reduces the borrowing spread if certain benchmarks are achieved each year. During the first quarter of 2026, we repaid $70.0 million of our previously drawn borrowings and drew $15.0 million on the Revolving Credit Facility. As of March 31, 2026, we had $90.0 million borrowings under the Revolving Credit Facility and $95.0 million under the BofA Term Loan Facility.

The terms of both the BofA Credit Facilities and the Wells Term Loan Facility include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports. Both facilities also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio. The agreements governing both facilities also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of REIT qualification, and occurrence of a change of control. As of March 31, 2026, we were in compliance with these covenants.

Mortgage Debt

On March 31, 2026, we closed on a $53.5 million mortgage loan at 10 Union Square East. The 10-year interest-only loan has a fixed rate of 5.33%, which includes the effect of treasury locks executed in connection with the refinancing of the $50.0 million loan that matured on April 1, 2026. As of March 31, 2026, total mortgage notes payable, net, amounted to $621.4 million. The first maturity is in May 2027.

Senior Unsecured Notes

Subsequent to quarter-end on April 15, 2026, we entered into a Note Purchase Agreement with the purchasers (the "Purchase Agreement") in connection with a private placement of $130.0 million aggregate principal amount of 5.99% Series M Senior Notes due July 15, 2032 (the "Series M Notes"). The sale and purchase of the Series M Notes is scheduled to fund on July 15, 2026, subject to customary closing conditions. The issue price for the Series M Notes is 100% of the aggregate principal amount thereof. Pursuant to the terms of the Purchase Agreement, we may repay all or a portion of the Series M Notes upon notice to the holders at a price equal to 100% of the principal amount so prepaid plus a make-whole premium as set forth in the Purchase Agreement. The Purchase Agreement contains customary covenants and customary events of default similar to those in our existing senior unsecured notes.

The terms of our senior unsecured notes include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports. The terms also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio. The agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of REIT qualification. As of March 31, 2026, we were in compliance with these covenants.

6. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:


(amounts in thousands)	March 31, 2026		December 31, 2025
Capital expenditures included in accounts payable and accrued expenses	$	56,596	$	51,452
Accounts payable and accrued expenses	44,480		64,491
Interest rate swap agreements liability	—		31
Accrued interest payable	10,842		4,176
Total accounts payable and accrued expenses	$	111,918	$	120,150

7. Financial Instruments and Fair Values

Derivative Financial Instruments

We use derivative financial instruments primarily to manage interest rate risk and such derivatives are not considered speculative. These derivative instruments are typically in the form of interest rate swap and forward agreements, and the primary objective is to minimize interest rate risks associated with investing and financing activities. The counterparties of these arrangements are major financial institutions with which we may also have other financial relationships. We are exposed to credit risk in the event of non-performance by these counterparties; however, we currently do not anticipate that any of the counterparties will fail to meet their obligations.

We have agreements with our derivative counterparties that contain a provision where if we either default or are capable of being declared in default on any of our indebtedness, then we could also be declared in default on our derivative obligations. If we had breached any of these provisions, we could have been required to settle our obligations that were in a net liability position under the agreements at their termination value. As of March 31, 2026, we did not have derivatives in a net liability position.

As of March 31, 2026 and December 31, 2025, we had interest rate swaps and caps with an aggregate notional value of $566.5 million and $567.0 million, respectively. The notional value does not represent exposure to credit, interest rate or market risks. These interest rate swaps have been designated as cash flow hedges and hedge the variability in future cash flows associated with our existing variable-rate term loan facilities. Interest rate caps not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.

As of March 31, 2026 and 2025, our cash flow hedges are deemed highly effective. A net unrealized gain (loss) of $4.5 million and $(5.2) million for the three months ended March 31, 2026 and 2025, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the consolidated statements of comprehensive income (loss). Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the debt. We estimate that $42.7 thousand net gain of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense within the next 12 months. Cash payments and receipts related to our cash flow hedges are classified as operating activities and are included within our disclosure of cash paid for interest on our consolidated statements of cash flows, consistent with the classification of the hedged interest payments.

In February 2026, we entered into treasury locks, designated as cash flow hedges, in the aggregate notional amount of $50.0 million to manage exposure to fluctuations in interest rates in anticipation of the refinancing of the 10 Union Square East mortgage loan. In March 2026, concurrent with the issuance of the new 10 Union Square East mortgage loan (see Note 5), the Company settled its treasury locks, resulting in a $1.1 million cash inflow reported in cash flows from operating activities. The $1.1 million gain was recorded in accumulated other comprehensive income (loss) and will be amortized into earnings over the term of the 10 Union Square East mortgage loan.

The table below summarizes the terms of agreements and the fair values of our derivative financial instruments:


(amounts in thousands, except percentages)							March 31, 2026				December 31, 2025
Derivative	Notional Amount		Receive Rate	Pay Rate	Effective Date	Expiration Date	Asset(1)		Liability(2)		Asset(1)		Liability(2)
Interest rate swap	$	36,820	70% of 1 Month SOFR	2.5000%	December 1, 2021	November 1, 2030	$	156	$	—	$	—	$	(9)
Interest rate swap	103,790		70% of 1 Month SOFR	2.5000%	December 1, 2021	November 1, 2033	1,085		—		698		—
Interest rate swap	10,710		70% of 1 Month SOFR	1.7570%	December 1, 2021	November 1, 2033	497		—		472		—
Interest rate swap	11,765		1 Month SOFR	2.2540%	December 1, 2021	November 1, 2030	377		—		354		—


Interest rate swap	175,000		SOFR Compound	2.5620%	August 31, 2022	December 31, 2026	1,429		—		1,421		—
Interest rate cap	6,780		70% of 1 Month SOFR	4.5000%	October 1, 2024	November 1, 2030	17		—		11		—
Interest rate cap	6,676		1 Month SOFR	5.5000%	October 1, 2024	November 1, 2030	40		—		27		—
Interest rate swap	47,500		1 Month SOFR	3.3090%	March 19, 2025	March 8, 2029	283		—		—		(13)
Interest rate swap	47,500		1 Month SOFR	3.3030%	March 19, 2025	March 8, 2029	290		—		—		(5)
Interest rate swap	35,000		SOFR	3.2265%	November 14, 2025	February 1, 2029	279		—		68		—
Interest rate swap	35,000		SOFR	3.2530%	December 3, 2025	February 1, 2029	254		—		40		—
Interest rate swap	50,000		SOFR	3.3975%	December 18, 2025	December 31, 2026	94		—		—		(4)
Interest rate swap(3)	—		SOFR	3.0110%	December 31, 2026	February 1, 2029	792		—		398		—
Interest rate swap(3)	—		SOFR	3.0140%	December 31, 2026	February 1, 2029	785		—		393		—
	$	566,541					$	6,378	$	—	$	3,882	$	(31)

(1) Included as a component of prepaid expenses and other assets on the consolidated balance sheets.

(2) Included as a component of accounts payable and accrued expenses on the consolidated balance sheets.

(3) The notional amount of each interest rate swap effective December 31, 2026 is $87.5 million.

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on accumulated other comprehensive income (loss):


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
Amount of gain (loss) recognized in other comprehensive income (loss)	$	4,403	$	(4,116)
Amount of (gain) loss reclassified from accumulated other comprehensive income (loss) into interest expense	78		(1,049)

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the consolidated statements of operations:


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	$	(28,137)	$	(26,938)
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense	(78)		1,049

Fair Valuation

The estimated fair values at March 31, 2026 and December 31, 2025 were determined by management, using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could

realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The fair value of derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. Although the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. The impact of such credit valuation adjustments, determined based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of our derivatives were classified as Level 2 of the fair value hierarchy.

The fair value of our mortgage notes payable, senior unsecured notes, unsecured term loan facilities and unsecured revolving credit facility which are determined using Level 3 inputs are estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us.

The following tables summarize the carrying and estimated fair values of our financial instruments:


	March 31, 2026
			Estimated Fair Value
(amounts in thousands)	Carrying Value		Total		Level 1		Level 2		Level 3
Interest rate swaps and caps included in prepaid expenses and other assets	$	6,378	$	6,378	$	—	$	6,378	$	—

Mortgage notes payable	621,392		593,328		—		—		593,328
Senior unsecured notes - Series B-L	1,270,909		1,225,287		—		—		1,225,287
Unsecured term loan facilities	336,972		340,000		—		—		340,000
Unsecured revolving credit facility	90,000		90,000		—		—		90,000


	December 31, 2025
			Estimated Fair Value
(amounts in thousands)	Carrying Value		Total		Level 1		Level 2		Level 3
Interest rate swaps and caps included in prepaid expenses and other assets	$	3,882	$	3,882	$	—	$	3,882	$	—
Interest rate swaps included in accounts payable and accrued expenses	31		31		—		31		—
Mortgage notes payable	619,269		586,773		—		—		586,773
Senior unsecured notes - Series B-L	1,270,668		1,244,255		—		—		1,244,255
Unsecured term loan facilities	336,794		340,000		—		—		340,000
Unsecured revolving credit facility	145,000		145,000		—		—		145,000

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of March 31, 2026 and December 31, 2025. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

8. Leases

Lessor

We lease various spaces to tenants over terms ranging from one to 30 years. Certain commercial leases have termination options for a fee and/or renewal options. The leases provide for base monthly rentals and reimbursements for real estate taxes, escalations linked to the consumer price index or common area maintenance known as operating expense escalation. Tenant expense reimbursements are reflected in our March 31, 2026 and 2025 consolidated statements of operations as rental revenue.

Rental revenue includes fixed and variable payments. Fixed payments primarily relate to base rent and variable payments primarily relate to tenant expense reimbursements for certain property operating costs. The components of rental revenue consisted of the following:


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
Fixed payments	$	144,077	$	135,956
Variable payments	22,028		18,586
Total rental revenue	$	166,105	$	154,542

As of March 31, 2026, we were entitled to the following future contractual minimum lease payments (excluding tenant expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2054 (amounts in thousands):


Remainder of 2026	$	392,425
2027	524,155
2028	489,978
2029	430,901
2030	375,243
Thereafter	2,063,966
	$	4,276,668

The above future minimum lease payments exclude tenant recoveries and the net accretion of above-market leases and below-market lease intangibles. Some leases are subject to termination options generally upon payment of a termination fee. The preceding table is prepared assuming such options are not exercised.

As of March 31, 2026, the future lease payments to be received for signed leases that have not yet commenced was approximately $575.8 million.

Lessee

We determine if an arrangement is a lease at inception. Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets and lease liabilities of $27.9 million as of March 31, 2026 and December 31, 2025 in our consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.

The ground leases are due to expire between the years 2050 and 2077, inclusive of extension options, and have no variable payments or residual value guarantees. As our leases do not provide an implicit rate, we determined our incremental borrowing rate based on information available at the date of adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), in determining the present value of lease payments. The weighted average incremental borrowing rate used to calculate the right-of-use assets and lease liabilities as of March 31, 2026 was 4.5%. Rent expense for lease payments related to our operating leases is recognized on a straight-line basis over the non-cancellable term of the leases. The weighted average remaining lease term as of March 31, 2026 was 44.3 years.

As of March 31, 2026, the following table summarizes our future minimum lease payments discounted by our incremental borrowing rates to calculate the lease liabilities of our leases (amounts in thousands):


Remainder of 2026	$	1,127
2027	1,482
2028	1,482
2029	1,482
2030	1,482
Thereafter	57,801
Total undiscounted lease payments	64,856
Present value discount	(36,974)
Ground lease liabilities	$	27,882

9. Commitments and Contingencies

Legal Proceedings

Except as described below, as of March 31, 2026, we were not involved in any material litigation, nor, to our knowledge, was any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business such as disputes with tenants. We believe that the costs and related liabilities, if any, which may result from such actions will not materially affect our consolidated financial position, operating results or liquidity.

Violet Shuker Shasha Trust et al. v. Peter L. Malkin, Anthony E. Malkin et al.

As previously disclosed in October 2014, 12 former investors (the "Claimants") in Empire State Building Associates L.L.C. (“ESBA”), which, prior to the Offering, owned the fee title to the Empire State Building, filed an arbitration with the American Arbitration Association against Peter L. Malkin, Anthony E. Malkin, Thomas N. Keltner, Jr., and our subsidiary ESRT MH Holdings LLC, the former supervisor of ESBA, (the "Respondents"). The statement of claim alleged breach of fiduciary duty and related claims in connection with the Offering and sought monetary damages and declaratory relief. Claimants had opted out of a prior class action bringing similar claims that were settled with court approval. Arbitration hearings started in May 2016 and concluded in August 2018. On August 26, 2020, the arbitration panel issued an award that denied all Claimants’ claims with one exception, on which it awarded the Claimants approximately $1.2 million, inclusive of seven years of interest through October 2, 2020.

Respondents believe that such award in favor of the Claimants is entirely without merit and sought to vacate that portion of the award. The New York courts confirmed the award, and Respondents filed a petition for certiorari to the United States Supreme Court on February 2, 2026. That petition is pending. Notwithstanding that filing, the New York courts’ final confirmation of the award lifted the stay of execution of the judgment, which stay Respondents had previously obtained by filing an appeal bond. Accordingly, on February 5, 2026, we paid the judgment, which, inclusive of interest, amounted to approximately $1.5 million, under a full reservation of rights to recover such payment in the event the United States Supreme Court grants certiorari and vacates the judgment. The claim of one Claimant who brought a separate action to confirm the award remains pending because, although the courts have confirmed the award as to that Claimant, she has not yet reduced the claim to a money judgment. As of March 31, 2026 and December 31, 2025, $0.3 million and $1.8 million, respectively, were included as a component of accounts payable and accrued expenses on the accompanying consolidated balance sheets.

Pursuant to indemnification agreements which were made with our directors, executive officers and chairman emeritus as part of our formation transactions, Anthony E. Malkin, Peter L. Malkin and Thomas N. Keltner, Jr. have defense and indemnity rights from us with respect to this arbitration.

Unfunded Capital Expenditures

At March 31, 2026, we estimate that we will incur approximately $93.9 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements. We expect to fund these capital expenditures with operating cash flow, cash on hand and other borrowings. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs. We expect that these financing requirements will be met in a similar fashion.

Concentration of Credit Risk

Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, tenant and other receivables and deferred rent receivables. At March 31, 2026, we held on deposit at various major financial institutions cash and cash equivalents and restricted cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation.

Asset Retirement Obligations

We are required to accrue costs that we are legally obligated to incur on retirement of our properties which result from acquisition, construction, development and/or normal operation of such properties. Retirement includes sale, abandonment or disposal of a property. Under that standard, a conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement is conditional on a future event that may or may not be within a company’s control and a liability for a conditional asset retirement obligation must be recorded if the fair value of the obligation can be reasonably estimated. Environmental site assessments and investigations have identified asbestos or asbestos-containing building materials in certain of our properties. As of March 31, 2026, management has no plans to remove or alter these properties in a manner that would trigger federal and other applicable regulations for asbestos removal, and accordingly, the obligations to remove the asbestos or asbestos-containing building materials from these properties have indeterminable settlement dates. As such, we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligation. However ongoing asbestos abatement, maintenance programs and other required documentation are carried out as required and related costs are expensed as incurred.

Other Environmental Matters

Under various federal, state and/or local laws, ordinances and regulations, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or release of hazardous substances, waste, or petroleum products at, on, in, under or from such property, including costs for investigation or remediation, natural resource damages, or third-party liability for personal injury or property damage. We also may be liable for the costs of remediating contamination at off-site disposal or treatment facilities when we arrange for disposal or treatment of hazardous substances at such facilities, without regard to whether we comply with environmental laws in doing so. Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property or adjacent properties for commercial, industrial or other purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials. The presence of contamination or the failure to remediate contamination on our properties may adversely affect our ability to attract and/or retain tenants, and our ability to develop or sell or borrow against those properties. In addition to potential liability for cleanup costs, private plaintiffs may bring claims for personal injury, property damage or for similar reasons. Environmental laws also may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which that property may be used or how businesses may be operated on that property.

Some of our properties are adjacent to or near other properties which are used for industrial or commercial purposes or have contained or currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. Releases from these properties could impact our properties. In addition, some of our properties have previously been used by former owners or tenants for commercial or industrial activities, e.g., gas stations and dry cleaners, and a portion of the Metro Tower site, the undeveloped parcel we own adjacent to our recently sold Metro Center asset, is currently used for automobile parking and was formerly leased to a fueling facility that may release petroleum products or other hazardous or toxic substances at such properties or to surrounding properties. While certain properties contain or contained uses that could have or have impacted our properties, we are not aware of any liabilities related to environmental contamination that we believe will have a material adverse effect on our operations.

In addition, our properties are subject to various federal, state and local environmental and health and safety laws and regulations, and noncompliance could subject us or our tenants to liability. These liabilities could affect a tenant’s ability to make rental payments to us. Moreover, changes in laws could increase the potential costs of compliance or increase liability for noncompliance. We sometimes require our tenants to comply with environmental and health and safety laws and regulations and to indemnify us for any related liabilities in our leases with them. But in the event of the bankruptcy or inability of any of our tenants to satisfy such obligations, we may be required to satisfy such obligations. We do not believe we have any instances of material non-compliance with environmental or health and safety laws or regulations at our properties, and we believe that we and/or our tenants have all material permits and approvals necessary under current laws and regulations to operate our properties.

In addition, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs. In particular, as the owner of large covered commercial and multifamily buildings in New York City, we are subject to Local Law 97, which establishes annual greenhouse gas emissions limits for covered buildings and imposes penalties for emissions that exceed applicable thresholds. While we currently expect, based on our present understanding of the law and implementing rules and our internal projections of building emissions, to operate within the applicable limits during the 2024–2029 enforcement period, our expectations are based on assumptions regarding building performance, tenant energy usage and utility grid emissions factors. Regulatory developments, changes in enforcement guidance, changes in building operations, tenant behavior, energy consumption patterns, or utility emissions factors could cause us to exceed emissions limits or incur additional compliance costs or penalties, which could be material.

As the owner or operator of real property, we may also incur liability based on various building conditions. For example, environmental site assessments have identified asbestos or asbestos-containing material (“ACM”) in certain of our properties, and it is possible that other properties that we currently own or operate or acquire in the future contain ACM. Environmental and health and safety laws require that ACM be properly managed and maintained and may impose fines or penalties on owners, operators or employers for non-compliance with those requirements. In addition, we may be subject to liability for personal injury or property damage sustained as a result of releases of ACM into the environment. We do not believe we have any material liabilities related to building conditions, including any instances of material non-compliance with asbestos requirements or any material liabilities related to asbestos.

Our properties, or properties we acquire in the future, may contain or develop harmful mold or suffer from other indoor air quality issues, such as inadequate ventilation and contamination, which could lead to liability for adverse health effects from our tenants, employees of our tenants or others, or property damage or costs for remediation. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne or waterborne contaminants from the affected property or increase indoor ventilation or flush and treat water systems. In addition, the presence of significant mold or other airborne or waterborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs. We do not believe we have any material adverse indoor air quality or water quality issues at our properties.

As of March 31, 2026, management believes that there are no obligations related to environmental remediation other than maintaining the affected sites in conformity with the relevant authority’s mandates and filing the required documents. All such maintenance costs are expensed as incurred. However, we cannot be certain that we have identified all environmental liabilities at our properties, that all necessary remediation actions have been or will be undertaken at our properties or that we will be indemnified, in full or at all, in the event that such environmental liabilities arise.

Insurance Coverage

We carry insurance coverage on our properties of types and in amounts with deductibles that we believe are in line with coverage customarily obtained by owners of similar properties.

10. Equity

Shares and Units

An operating partnership unit ("OP Unit") and a share of our common stock have essentially the same economic characteristics as they receive the same per unit profit distributions of the Operating Partnership. On the one-year anniversary of issuance, an OP Unit may be tendered for redemption for cash; however, we have sole and absolute discretion, and sufficient authorized common stock, to exchange OP Units for shares of common stock on a one-for-one basis instead of cash.

As of March 31, 2026, there were 171,089 thousand shares of Class A common stock, 970 thousand shares of Class B common stock and 110,971 thousand OP Units outstanding. The REIT holds a 60.8% controlling interest in the OP. The other 39.2% non-controlling interest in the OP is diversified among various limited partners, some of whom include Company directors, senior management and employees. We have two classes of common stock as a means to give OP Unit holders voting

rights in the public company that correspond to their economic interest in the combined entity. A one-time option was created at our formation transactions for any pre-Offering OP Unit holder to exchange one OP Unit out of every 50 OP Units they owned for one Class B share, and such Class B share carries 50 votes per share.

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

Our Board of Directors authorized the repurchase of up to $500.0 million of our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units from January 1, 2026 through December 31, 2027. Under the program, we may purchase our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate us to acquire any particular amount of securities, and the program may be suspended or discontinued at our discretion without prior notice. There were no repurchases of equity securities during the three months ended March 31, 2026. As of March 31, 2026, we had $500.0 million remaining of the authorized repurchase amount.

Private Perpetual Preferred Units

As of March 31, 2026, there were 4,664 thousand Series 2019 Preferred Units ("Series 2019 Preferred Units") and 1,560 thousand Series 2014 Private Perpetual Preferred Units ("Series 2014 Preferred Units") outstanding. The Series 2019 Preferred Units have a liquidation preference of $13.52 per unit and are entitled to receive cumulative preferential annual cash distributions of $0.70 per unit payable in arrears on a quarterly basis. The Series 2014 Preferred Units have a liquidation preference of $16.62 per unit and are entitled to receive cumulative preferential annual cash distributions of $0.60 per unit payable in arrears on a quarterly basis. Both series are not redeemable at the option of the holders and are redeemable at our option only in the case of specific defined events.

Dividends and Distributions

The following is a summary of dividend and distribution activity:


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
Dividends accrued and paid to common stockholders	$	(6,022)	$	(5,880)
Distributions accrued and paid to Operating Partnership unitholders (the "OP unitholders")	(3,620)		(3,853)
Distributions accrued and paid to preferred unitholders	(1,050)		(1,050)

Incentive and Share-Based Compensation

On May 9, 2024, the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2024 Equity Incentive Plan (the “2024 Plan”) was approved by our shareholders. The 2024 Plan provides for grants to directors, employees and consultants of our Company and Operating Partnership, including options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalents and other equity-based awards, and replaced the First Amended and Restated Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2019 Equity Incentive Plan ("2019 Plan", and collectively with the 2024 Plan, the "Plans"). The shares of Class A common stock underlying any awards under the Plans that are forfeited, canceled or otherwise terminated, other than by exercise, will be added back to the shares of Class A common stock available for issuance under the 2024 Plan. Shares tendered or held back upon exercise of a stock option or settlement of an award under the Plans to cover the exercise price or tax withholding and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of Class A common stock available for issuance under the 2024 Plan. In addition, shares of Class A common stock repurchased on the open market will not be added back to the shares of Class A common stock available for issuance under the 2024 Plan.

An aggregate of 11.0 million shares of our common stock was authorized for issuance under awards granted pursuant to the 2024 Plan, and as of March 31, 2026, approximately 0.6 million shares of common stock remain available for future issuance.

Long-term incentive plan ("LTIP") units are a special class of partnership interests in the Operating Partnership. Each LTIP unit awarded will be deemed equivalent to an award of one share of stock under the Plans, reducing the availability for other equity awards on a one-for-one basis. The vesting period for LTIP units, if any, will be determined at the time of issuance. Under the terms of the LTIP units, the Operating Partnership will revalue its assets for tax purposes upon the occurrence of certain specified events, and any increase in valuation from the time of one such event to the next such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of OP unitholders. Subject to any agreed upon exceptions, once vested and having achieved parity with OP unitholders, LTIP units are convertible into OP Units in the Operating Partnership on a one-for-one basis.

LTIP units subject to time-based vesting, whether vested or not, receive the same per unit distributions as OP units, which equal per share dividends (both regular and special) on our common stock. Market and performance-based LTIPs receive 10% of such distributions currently, unless and until such LTIP units are earned based on performance, at which time they will receive the accrued and unpaid 90% and will commence receiving 100% of such distributions thereafter.

In March 2026, we made grants of LTIP units to executive officers under the 2024 Plan, including:



(amounts in thousands, except units)	Units	Grant Date Fair Value
Time-based vesting LTIP units	1,853,983	$	8,027
Market-based vesting LTIP units	1,847,014	$	4,950
Performance-based vesting LTIP units	1,237,797	$	4,950

In March 2026, we made grants of LTIP units and restricted stock to certain employees under the 2024 Plan, including:



(amounts in thousands, except units)	Units	Grant Date Fair Value
Time-based vesting LTIP units	121,698	$	589
Time-based vesting restricted stock	613,722	$	3,179
Market-based vesting LTIP units	228,549	$	720
Performance-based LTIP units	152,874	$	720

The awards subject to time-based vesting vest ratably over a period of years, subject generally to the grantee's continued employment. The vesting of the LTIP units subject to market-based vesting is based on the achievement of relative total stockholder return ("TSR") hurdles over a three-year performance period. The vesting of the LTIP units subject to performance-based vesting is based on the achievement of (i) operational metrics over a one-year performance period, subject to a three-year absolute TSR modifier, and (ii) sustainability metrics over a three-year performance period.

Share-based compensation for time-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the shorter of (i) the stated vesting period, which is generally three, four or five years, or (ii) the period from the date of grant to the date the employee becomes retirement eligible for awards granted to non-named executive officer employees and awards granted before 2025 to named executive officers, which may occur upon grant. An employee is retirement eligible when the employee attains the (i) age of 65 and (ii) the date on which the employee has first completed the requisite years of continuous service with us or our affiliates. Share-based compensation for market-based equity awards and performance-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over three or four years. Additionally, for the performance-based equity awards, we assess, at each reporting period, whether it is probable that the performance conditions will be satisfied. We recognize expense respective to the number of awards we expect to vest at the conclusion of the measurement period. Changes in estimate are accounted for in the period of change through a cumulative catch-up adjustment. Any forfeitures of share-based compensation awards are recognized as they occur.

For the market-based LTIP units, the fair value of the awards was estimated using a Monte Carlo Simulation model and discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. Our stock price, along with the prices of the comparative indexes, is assumed to follow the Geometric Brownian Motion Process. Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case the stock

price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on our stock price and the comparative indexes were estimated based on implied volatilities and historical volatilities using an appropriate look-back period. The expected growth rate of the stock prices over the performance period is determined with consideration of the risk-free rate as of the grant date. For LTIP unit awards that are time or performance based, the fair value of the awards was estimated based on the fair value of our stock at the grant date discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. For restricted stock awards, the fair value of the awards is based on the market price of our stock at the grant date.

LTIP units and restricted stock issued during the three months ended March 31, 2026 were valued at $23.1 million. The weighted average per unit or share fair value was $3.82 for grants issued for the three months ended March 31, 2026. The fair value per unit or share granted in 2026 was estimated on the respective dates of grant using the following assumptions:


			2026
Expected life			2.0 to 5.3 years
Dividend rate			1.9%
Risk-free interest rate			3.7%
Expected price volatility			31.0% - 36.0%

No other stock options, dividend equivalents, or stock appreciation rights were issued or outstanding during the three months ended March 31, 2026.

The following is a summary of restricted stock and LTIP unit activity for the three months ended March 31, 2026:


	Restricted Stock	Time-based LTIPs	Market-based LTIPs	Performance-based LTIPs	Weighted Average Grant Fair Value
Unvested balance at December 31, 2025	621,800	4,135,243	3,626,843	2,685,625	$	6.32
Vested	(290,489)	(1,454,341)	(210,316)	(343,276)	6.89
Granted	613,722	1,975,681	2,075,563	1,390,671	3.82
Forfeited or unearned	(538)	—	(536,529)	(98,743)	4.87
Unvested balance at March 31, 2026	944,495	4,656,583	4,955,561	3,634,277	$	5.22

The time-based LTIPs and restricted stock awards granted to non-named executive officers or granted to certain named executive officers before 2025, are treated for accounting purposes as immediately vested upon the later of (i) the date the grantee attains the age of 65, and (ii) the date on which grantee has first completed the requisite years of continuous service with our Company or its affiliates. For award agreements that qualify, we recognize noncash compensation expense on the grant date for the time-based awards and ratably over the vesting period for the market-based and performance-based awards, and accordingly, we recognized $1.2 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. Unrecognized compensation expense was $2.3 million at March 31, 2026, which will be recognized over a weighted average period of 0.7 years.

For the remainder of the LTIP unit awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $4.7 million and $3.9 million for the three months ended March 31, 2026 and 2025, respectively. Unrecognized compensation expense was $49.2 million at March 31, 2026, which will be recognized over a weighted average period of 2.8 years.

Earnings Per Share

Earnings per share is calculated by dividing the net income attributable to common shareholders by the weighted average number of shares outstanding during the respective period. Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Share-based payment awards are included in the calculation of diluted income using the treasury stock method if dilutive.

Earnings per share is computed as follows:


	Three Months Ended
(amounts in thousands, except per share amounts)	March 31, 2026		March 31, 2025
Numerator - Basic:
Net income	$	2,995	$	15,778
Private perpetual preferred unit distributions	(1,050)		(1,050)
Net income attributable to non-controlling interests	(710)		(5,508)

Net income attributable to common stockholders – basic	$	1,235	$	9,220

Numerator - Diluted:
Net income	$	2,995	$	15,778
Private perpetual preferred unit distributions	(1,050)		(1,050)


Net income attributable to common stockholders – diluted	$	1,945	$	14,728

Denominator:
Weighted average shares outstanding – basic	170,673		167,181
Weighted average operating partnership units	98,119		99,892
Effect of dilutive securities:
Stock-based compensation plans	556		2,456
Weighted average shares outstanding – diluted	269,348		269,529

Earnings per share:
Basic	$	0.01	$	0.06
Diluted	$	0.01	$	0.05

There were 1.6 million and zero antidilutive shares and LTIP units for the three months ended March 31, 2026 and 2025, respectively.

11. Related Party Transactions

Supervisory Fee Revenue

Since we became a public company, we have earned supervisory fees from entities affiliated with Anthony E. Malkin, our Chairman and Chief Executive Officer. These fees were $0.3 million and $0.4 million for the three months ended March 31, 2026 and 2025, respectively. These fees are included within third-party management and other fees.

Property Management Fee Revenue

Since we became a public company, we have earned property management fees from entities affiliated with Anthony E. Malkin. These fees were less than $0.1 million for the three months ended March 31, 2026 and 2025. These fees are included within third-party management and other fees.

Other

We receive rent generally at the market rental rate for 5,447 square feet of leased space from an entity affiliated with Anthony E. Malkin at one of our properties. Under the lease, the tenant has the right to cancel such lease without special payment on 90 days’ notice. We also have a shared use agreement with such tenant, to occupy a portion of the leased premises as the office location for Peter L. Malkin, our chairman emeritus, utilizing approximately 15% of the space, for which we pay to such tenant an allocable pro rata share of the cost. We also have agreements with these entities and excluded properties and businesses to provide them with general computer-related support services. Total aggregate revenue was $0.1 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

One of our directors, Hannah Yang, is sister to Heela Yang, who is Founder and Chief Executive Officer of Sol de Janeiro USA, a tenant at One Grand Central Place — the 11-year 57,203 square foot lease, commenced in April 2025 with a starting annualized rent of $3.5 million. In connection with this lease, the Company performed tenant-specific improvements of approximately $6.0 million. Sol de Janeiro is a subsidiary of L’Occitane, a tenant at 111 W. 33rd Street.

RRE Ventures, in which one of our directors, James D. Robinson IV, is a general partner, owns an approximately 17% interest in Pilot Fiber Inc. (“Pilot Fiber”). A subsidiary of Pilot Fiber is a licensee at the Empire State Building, where they license space for equipment. The license commenced in July 2025 and calls for an initial annual license fee of $114,000, with annual increases that result in the fee exceeding $120,000 beginning in the third year of the term. In addition, Pilot Fiber currently provides internet connectivity services at eight of our properties and is expected to be expanded to additional buildings within our portfolio. Total expense was less than $0.1 million for the three months ended March 31, 2026.

12. Segment Reporting

The Company's operating segments are based on our method of internal reporting and include our office properties, retail portfolio, multifamily portfolio, and the Observatory. These operating segments have been aggregated for reporting into two reportable segments: (1) real estate and (2) Observatory. Our real estate segment includes all activities related to the ownership, management, operation, acquisition, redevelopment, repositioning and disposition of our traditional real estate assets. Our Observatory segment operates the 86th and 102nd floor observatories at the Empire State Building. These two lines of businesses are managed separately because each business requires different support infrastructures, provides different services and has dissimilar economic characteristics such as investments needed, stream of revenues and marketing strategies. We account for intersegment sales and rents as if the sales or rents were to third parties.

Our Chief Executive Officer, who also serves as our CODM, manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. The CODM uses Net Operating Income ("NOI") to review actual performance and decide whether to invest in capital expenditures, pursue acquisitions and/or dispositions, determine dividend payments, and/or engage in other capital transactions. Our CODM does not evaluate operating segments using asset or liability information.

The following tables provide components of segment net income for each segment:


	Three Months Ended March 31, 2026
(amounts in thousands)	Real Estate		Observatory		Intersegment Elimination		Total
Revenues:
Revenue, excluding third-party management and other fees	$	171,538	$	18,510	$	—	$	190,048
Intercompany rental revenue	12,821		—		(12,821)		—
Total revenues, excluding third-party management and other fees	184,359		18,510		(12,821)		190,048
Segment operating expenses:
Property operating expenses	47,744		—		—		47,744
Observatory expenses	—		7,868		—		7,868
Other segment expenses(1)	36,944		12,821		(12,821)		36,944
Total segment operating expenses	84,688		20,689		(12,821)		92,556
Net operating income (loss)	$	99,671	$	(2,179)	$	—	$	97,492

Segment assets	$	4,142,347	$	263,377	$	—	$	4,405,724

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.


	Three Months Ended March 31, 2025
(amounts in thousands)	Real Estate		Observatory		Intersegment Elimination		Total
Revenues:
Revenue, excluding third-party management and other fees	$	156,474	$	23,161	$	—	$	179,635
Intercompany rental revenue	15,160		—		(15,160)		—
Total revenues, excluding third-party management and other fees	171,634		23,161		(15,160)		179,635
Segment operating expenses:
Property operating expenses	45,060		—		—		45,060
Observatory expenses	—		8,118		—		8,118
Other segment expenses(1)	35,381		15,160		(15,160)		35,381
Total segment operating expenses	80,441		23,278		(15,160)		88,559
Net operating income (loss)	$	91,193	$	(117)	$	—	$	91,076

Segment assets	$	3,851,216	$	263,164	$	—	$	4,114,380

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.

Below is a reconciliation of Net operating income to Income before income taxes:


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
	(unaudited)
Net Operating Income	$	97,492	$	91,076
Add:
Gain on disposition of property	—		13,170
Third-party management and other fees	277		431
Interest income	613		3,786
Less:
General and administrative expenses	(18,093)		(16,940)
Depreciation and amortization	(50,219)		(48,779)
Interest expense	(28,137)		(26,938)
Interest expense associated with property in receivership	—		(647)

Income before Income Taxes	$	1,933	$	15,159

13. Subsequent Events

None.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires or indicates, references in this section to “we,” “our,” and “us” refer to our Company and its consolidated subsidiaries. This Management’s Discussion and Analysis provides a comparison of the Company’s performance for its three month periods ended March 31, 2026 with the corresponding three month periods ended March 31, 2025 and reviews the Company’s financial position as of March 31, 2026. The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We intend these forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and can generally be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “estimate,” “may,” “will,” “should,” “would,” and similar expressions.

Forward-looking statements are based on our current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among others: economic and market conditions (including the impact of catastrophic events, pandemics, extreme weather, terrorism, armed hostilities, cybersecurity threats and other technology disruptions); increased costs due to tariffs or other economic factors; changes in the New York City office, retail, multifamily and tourism markets (including changes in the use of office space and remote work); leasing activity, tenant defaults, early terminations and renewals, occupancy levels and rental rates; performance of the Observatory (including tourism levels, currency and geopolitical impacts, weather and competition); interest rate volatility and capital markets conditions, including our ability to refinance, restructure or extend indebtedness; real estate valuation declines and potential impairment charges; our ability to execute capital projects and complete acquisitions on acceptable terms; risks relating to governmental regulation, environmental and climate-related requirements (including Local Law 97), and our ability to achieve sustainability goals and metrics; risks relating to our ground leases; our ability to maintain our qualification as a REIT; potential taxable gain arising from transactions structured to qualify under Section 1031; legal proceedings; and risks relating to our disclosure controls and internal control over financial reporting. For a discussion of these and other factors, see the section entitled “Risk Factors” in the Company’s Annual Report for the year ended December 31, 2025, and any additional factors that may be contained in any filing the Company makes with the SEC. We undertake no obligation to update or revise any forward-looking statement to reflect subsequent events or circumstances, except as required by law.

Overview

Highlights for the three months ended March 31, 2026

•Net income attributable to common stockholders of $1.2 million.

•Core Funds From Operations ("Core FFO") of $53.2 million attributable to common stockholders and the operating partnership.

•Signed a total of 113,484 rentable square feet of new, renewal, and expansion leases.

•In March 2026, we closed on the acquisition of a retail property on North 6th Street in Williamsburg, Brooklyn for a purchase price of $46.0 million.

Results of Operations

The discussion below relates to our results of operations for the three months ended March 31, 2026 and 2025, respectively.

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The following table summarizes the historical results of operations:


	Three Months Ended March 31,
	2026						2025						Change		%
(amounts in thousands)	Real Estate Segment		Observatory Segment		Total		Real Estate Segment		Observatory Segment		Total
Revenues:
Rental revenue	$	166,105	$	—	$	166,105	$	154,542	$	—	$	154,542	$	11,563	7.5	%

Observatory revenue	—		18,510		18,510		—		23,161		23,161		(4,651)		(20.1)	%
Lease termination fees	1,356		—		1,356		—		—		—		1,356		N/A
Third-party management and other fees	277		—		277		431		—		431		(154)		(35.7)	%
Other revenues and fees	4,077		—		4,077		1,932		—		1,932		2,145		111.0	%
Total revenues	171,815		18,510		190,325		156,905		23,161		180,066		10,259		5.7	%
Operating expenses:
Property operating expenses	47,744		—		47,744		45,060		—		45,060		(2,684)		(6.0)	%
Ground rent expenses	2,331		—		2,331		2,331		—		2,331		—		—	%
General and administrative expenses	18,093		—		18,093		16,940		—		16,940		(1,153)		(6.8)	%
Observatory expenses	—		7,868		7,868		—		8,118		8,118		250		3.1	%
Real estate taxes	34,613		—		34,613		33,050		—		33,050		(1,563)		(4.7)	%


Depreciation and amortization	50,172		47		50,219		48,735		44		48,779		(1,440)		(3.0)	%
Total operating expenses	152,953		7,915		160,868		146,116		8,162		154,278		(6,590)		(4.3)	%
Operating income	18,862		10,595		29,457		10,789		14,999		25,788		3,669		14.2	%
Intercompany rent revenue (expense)	12,821		(12,821)		—		15,160		(15,160)		—		—		—	%
Other income (expense):
Interest income	461		152		613		3,713		73		3,786		(3,173)		(83.8)	%
Interest expense	(28,137)		—		(28,137)		(26,938)		—		(26,938)		(1,199)		(4.5)	%
Interest expense associated with property in receivership	—		—		—		(647)		—		(647)		647		100.0	%

Gain on disposition of property	—		—		—		13,170		—		13,170		(13,170)		(100.0)	%
Income before income taxes	4,007		(2,074)		1,933		15,247		(88)		15,159		(13,226)		(87.2)	%
Income tax (expense) benefit	(142)		1,204		1,062		(206)		825		619		443		71.6	%
Net income (loss)	3,865		(870)		2,995		15,041		737		15,778		(12,783)		(81.0)	%
Net income attributable to non-controlling interests:
Non-controlling interests in the Operating Partnership	(710)		—		(710)		(5,508)		—		(5,508)		4,798		87.1	%

Private perpetual preferred unit distributions	(1,050)		—		(1,050)		(1,050)		—		(1,050)		—		—	%
Net income (loss) attributable to common stockholders	$	2,105	$	(870)	$	1,235	$	8,483	$	737	$	9,220	$	(7,985)	(86.6)	%

Real Estate Segment

Rental Revenue

The increase in rental revenue during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributable to the net impact of acquisitions and dispositions made during 2025 as disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Quarterly Report on Form 10-Q, and increases in tenant reimbursement income.

Property Operating Expenses

The increase in property operating expenses during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to higher operating payroll costs and utilities costs.

Real Estate Taxes

The increase in real estate taxes during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to the net impact of acquisitions and dispositions made during 2025 as disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Quarterly Report on Form 10-Q.

Interest Income

The decrease in interest income during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily due to lower cash balances due to property acquisitions during 2025 and 2026, the paydown of the $120.0 million revolving credit

facility and the $100.0 million Series A senior unsecured notes in March 2025. See "Financial Statements — Note 5. Debt" in this Quarterly Report on Form 10-Q.

Observatory Segment

Observatory Revenue

Observatory revenues were lower due to lower visitation during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to lower levels of international tourism in 2026 as compared to 2025.

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, including lease-up costs, fund our redevelopment and repositioning programs, acquire properties, make distributions to our securityholders and fulfill other general business needs. Based on the historical experience of our management and our business strategy, in the foreseeable future we anticipate we will generate positive cash flows from operations. In order to qualify as a REIT, we are required under the Internal Revenue Code of 1986 to distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We expect to make quarterly distributions, as required, to our securityholders.

While we may be able to anticipate and plan for certain liquidity needs, there may be unexpected increases in uses of cash that are beyond our control and which would affect our financial condition and results of operations. For example, we may be required to comply with new laws or regulations that cause us to incur unanticipated capital expenditures for our properties, thereby increasing our liquidity needs. Even if there are no material changes to our anticipated liquidity requirements, our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or needed. Our primary sources of liquidity will generally consist of cash on hand, cash generated from our operating activities, debt issuances, common and/or preferred equity issuances and unused borrowing capacity under our unsecured revolving credit facility. We expect to meet our short-term liquidity requirements, including distributions, operating expenses, working capital, debt service, and capital expenditures from cash flows from operations, cash on hand, debt issuances, common and/or preferred issuances and available borrowing capacity under our unsecured revolving credit facility. The availability of these borrowings is subject to the conditions set forth in the applicable loan agreements. We expect to meet our long-term capital requirements, including acquisitions, redevelopments, repositioning and capital expenditures through our cash flows from operations, cash on hand, our unsecured revolving credit facility, mortgage financings, debt issuances, common and/or preferred equity issuances and asset sales. Our properties require periodic investments of capital for individual lease related tenant improvement allowances, general capital improvements and costs associated with capital expenditures. Our overall leverage will depend on our mix of investments and the cost of leverage. Our charter does not restrict the amount of leverage that we may use.

At March 31, 2026, we had $68.8 million available in cash and cash equivalents and there was $530.0 million available under our unsecured revolving credit facility.

At March 31, 2026, we had approximately $2.3 billion of total consolidated indebtedness outstanding, with a weighted average interest rate of 4.54% and a weighted average maturity of 4.8 years.

Portfolio Transaction Activity

In March 2026, we closed on the acquisition of a retail property on North 6th Street in Williamsburg, Brooklyn for a purchase price of $46.0 million.

In December 2025, we closed on the sale of an office property, Metro Center, in Stamford, Connecticut at a sale price of $64.0 million in addition to a release to us of approximately $6.2 million of restricted cash previously held in escrow. In connection with this sale we repaid the related $71.6 million mortgage.

In December 2025, we closed on the acquisition of 130 Mercer Street (555-557 Broadway, "The Scholastic Building"), located in the SoHo submarket of Manhattan, for a purchase price of $386.0 million.

In June 2025, we closed on the acquisition of two retail properties on North 6th Street in Williamsburg, Brooklyn for a purchase price of $31.0 million.

Unsecured Revolving Credit and Term Loan Facilities

As of March 31, 2026, unsecured term loan facilities, net, amounted to $337.0 million. We have no unsecured term loans maturing until March 2029.

In the first quarter of 2026, we repaid $70.0 million of our previously drawn borrowings and drew $15.0 million on the Revolving Credit Facility. As of March 31, 2026, we had $90.0 million borrowings under the Revolving Credit Facility.

See "Financial Statements - Note 5. Debt" for more information on our unsecured revolving credit and term loan facilities.

Financial Covenants

As of March 31, 2026, we were in compliance with the following financial covenants related to our unsecured facilities:


Financial Covenant	Required	March 31, 2026		In Compliance
Maximum total leverage	< 60%	36.3	%	Yes
Maximum secured leverage	< 40%	10.1	%	Yes
Minimum fixed charge coverage	> 1.50x	2.8x		Yes
Minimum unencumbered interest coverage	> 1.75x	3.8x		Yes
Maximum unsecured leverage	< 60%	35.0	%	Yes

Mortgage Debt

As of March 31, 2026, mortgage notes payable, net, amounted to $621.4 million. Our next mortgage debt maturity is for $30.0 million in May 2027.

In March 2026, we closed on a $53.5 million mortgage loan at 10 Union Square East. The 10-year interest-only loan has a fixed rate of 5.33%, which includes the effect of treasury locks executed in connection with the refinancing of the $50.0 million loan that matured on April 1, 2026.

See "Financial Statements - Note 5. Debt" for more information on mortgage debt.

Senior Unsecured Notes

As of March 31, 2026, senior unsecured notes, net, amounted to $1.3 billion. We have no senior unsecured notes maturing until March 2027.

Subsequent to quarter-end on April 15, 2026, we entered into a Note Purchase Agreement with the purchasers named therein (the "Purchase Agreement") in connection with a private placement of $130.0 million aggregate principal amount of the 5.99% Series M Senior Notes due July 15, 2032 (the "Series M Notes"). The sale and purchase of the Series M Notes is scheduled to fund on July 15, 2026, subject to customary closing conditions.

See "Financial Statements - Note 5. Debt" for more information on senior unsecured notes.

Leverage Policies

We expect to employ leverage in our capital structure in amounts determined from time to time by our Board of Directors. In the evaluation of our level of indebtedness, our Board of Directors will consider a number of factors including the mix of recourse or non-recourse debt and cross-collateralized debt, mix of fixed or floating rate debt, and cost of leverage. Our charter and bylaws do not limit the amount or percentage of indebtedness that we may incur nor do they restrict the form in which our indebtedness will be taken. Our overall leverage will depend on our mix of investments and the cost of leverage. Our Board of Directors may from time to time modify our leverage policies in light of the then-current economic conditions, access to and relative costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors.

Capital Expenditures

The following tables summarize our tenant improvement costs, leasing commission costs and our capital expenditures for each of the periods presented (dollars in thousands, except per square foot amounts).

Office Properties(1)(2)


	Three Months Ended March 31,
Total New Leases, Expansions, and Renewals(3)	2026			2025
Number of leases signed(4)	9			19

Total square feet	90,687			229,367
Weighted average annualized cash rent per square foot for new and renewal leases executed during the year	$	59.46		$	66.43
Weighted average annualized cash rent per square foot for previous leases	55.66			60.63
Percentage of new cash rent over previously escalated rents	6.8		%	9.6		%

Leasing commission costs per square foot(5)	$	23.49		$	22.18
Tenant improvement costs per square foot(5)	105.06			48.17
Total leasing commissions and tenant improvement costs per square foot(5)	$	128.55		$	70.35

Retail Properties(1)(2)


	Three Months Ended March 31,
Total New Leases, Expansions, and Renewals(3)	2026			2025
Number of leases signed(4)	2			1

Total square feet	22,797			1,181
Weighted average annualized cash rent per square foot for new and renewal leases executed during the year	$	135.49		$	193.00
Weighted average annualized cash rent per square foot for previous leases	137.03			183.74
Percentage of new cash rent over previously escalated rents	(1.1)		%	5.0		%

Leasing commission costs per square foot(5)	$	66.91		$	63.04
Tenant improvement costs per square foot(5)	104.62			—
Total leasing commissions and tenant improvement costs per square foot(5)	$	171.53		$	63.04

_______________

(1)Office activity excludes an aggregate of 472,724 and 475,744 rentable square feet of retail space in our office properties in 2026 and 2025, respectively, that is included in the retail activity for the respective years.

(2)The tables above include base retail in our multifamily properties.

(3)The number of leases signed include "Early Renewals" which are leases signed over two years prior to the lease expiration.

(4)Presents a renewed and expansion lease as one lease signed.

(5)Presents all tenant improvement and leasing commission costs as if they were incurred in the period in which the lease was signed, which may be different than the period in which they were actually paid.


(amounts in thousands)	Three Months Ended March 31,
Total Commercial Portfolio	2026		2025
Capital expenditures (1)	$	10,639	$	8,764

_______________

(1)Includes all capital expenditures, excluding tenant improvements and leasing commission costs.

As of March 31, 2026, we expect to incur additional costs relating to obligations under existing lease agreements of approximately $93.9 million for tenant improvements and leasing commissions. We intend to fund the tenant improvements and leasing commission costs through a combination of operating cash flow, cash on hand and other borrowings.

Capital expenditures are considered part of both our short-term and long-term liquidity requirements. We intend to fund capital improvements through a combination of operating cash flow, cash on hand and other borrowings.

Distribution Policy

We intend to distribute our net taxable income to our securityholders in a manner intended to satisfy REIT distribution requirements and to avoid U.S. federal income tax liability.

Before we pay any distribution, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and obligations to make payments of principal and interest, if any. However, under some circumstances, we may be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or make a taxable distribution of our shares in order to satisfy REIT distribution requirements.

Distribution to Equity Holders

Distributions and dividends amounting to $10.7 million and $10.8 million have been accrued or paid to equity holders for the three months ended March 31, 2026 and 2025, respectively.

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

Our Board of Directors authorized the repurchase of up to $500.0 million of our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units from January 1, 2026 through December 31, 2027. Under the program, we may purchase our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate us to acquire any particular amount of securities, and the program may be suspended or discontinued at our discretion without prior notice. As of March 31, 2026, we had $500.0 million remaining of the authorized repurchase amount. There were no repurchases of equity securities during the three months ended March 31, 2026. See "Financial Statements - Note 10. Equity."

Cash Flows

Comparison of Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Net cash. Cash and cash equivalents and restricted cash were $106.1 million and $237.4 million as of March 31, 2026 and 2025, respectively. The decrease was primarily the result of the following changes in cash flows:

Operating activities. Net cash provided by operating activities decreased by $14.2 million to $68.9 million primarily due to changes in working capital.

Investing activities. Net cash used in investing activities increased by $22.6 million to $64.7 million primarily due to the $46.5 million acquisition of a retail property on North 6th Street in Williamsburg in March 2026, inclusive of transaction costs and closing credits, partially offset by a $23.9 million decrease in capital expenditures in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Financing activities. Net cash used in financing activities decreased by $168.4 million to $64.6 million primarily due to the net $55.0 million repayments of the unsecured revolving credit facility in the three months ended March 31, 2026 compared to $120.0 million repayments of the unsecured revolving credit facility in the three months ended March 31, 2025, in addition to the repayments of the $100.0 million Series A senior unsecured notes in the three months ended March 31, 2025. See "Financial Statements - Note 5. Debt."

Net Operating Income

Net Operating Income ("NOI") is a non-GAAP financial measure of performance. NOI is used by our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by: (i) the cost of funds of the property owner, (ii) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, (iii) acquisition expenses, loss on early extinguishment of debt, impairment charges and loss from derivative financial instruments, or (iv) general and administrative expenses and other gains and losses that are specific to the property owner. The cost of funds is eliminated from NOI because it is specific to the particular financing capabilities and constraints of the owner and is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office, retail or multifamily properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly-timed purchases or sales. We believe that eliminating these costs from net income is useful to investors because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs.

However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness.

NOI is a measure of the operating performance of our properties but does not measure our performance as a whole. NOI is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP and discussions elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding the components of net income that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI or similarly titled measures and, accordingly, our NOI may not be comparable to similarly titled measures reported by other companies that do not define the measure exactly as we do.

The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to NOI:


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
	(unaudited)
Net income	$	2,995	$	15,778
Add:
General and administrative expenses	18,093		16,940
Depreciation and amortization	50,219		48,779
Interest expense	28,137		26,938
Interest expense associated with property in receivership	—		647

Less:
Income tax benefit	(1,062)		(619)
Gain on disposition of property	—		(13,170)
Third-party management and other fees	(277)		(431)
Interest income	(613)		(3,786)
Net operating income	$	97,492	$	91,076

Other Net Operating Income Data
Straight-line rental revenue	$	7,209	$	5,283
Net increase in amortization of rental revenue from above-and-below-market leases	$	670	$	798
Amortization of acquired below-market ground leases	$	1,958	$	1,958

Funds From Operations

We present below a discussion of Funds From Operations ("FFO"). We compute FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income (loss) (determined in accordance with GAAP), excluding impairment write-off of investments in depreciable real estate and investments in in-substance real estate investments, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to non-controlling interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. FFO is a widely recognized non-GAAP financial measure for REITs that we believe, when considered with financial statements determined in accordance with GAAP, is useful to investors in understanding financial performance and providing a relevant basis for comparison among REITs. In addition, we believe FFO is useful to investors as it captures features particular to real estate performance by recognizing that real estate has generally appreciated over time or maintains residual value to a much greater extent than do other depreciable assets. Investors should review FFO, along with GAAP net income, when trying to understand an equity REIT’s operating performance. We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results of operations, the utility of FFO as a measure of performance is limited. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.

Modified Funds From Operations

Modified Funds From Operations ("Modified FFO") adds back an adjustment for any below-market ground lease amortization to traditionally defined FFO. We believe this is a useful supplemental measure in evaluating our operating performance due to the non-cash accounting treatment under GAAP, which stems from the third quarter 2014 acquisition of two option properties following our formation

transactions as they carry significantly below market ground leases, the amortization of which is material to our overall results. We present Modified FFO because we believe it is an important supplemental measure of our operating performance in that it adds back the non-cash amortization of below-market ground leases. There can be no assurance that Modified FFO presented by us is comparable to similarly titled measures of other REITs. Modified FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Modified FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.

Core Funds From Operations

Core FFO adds back to Modified FFO the following items: loss on early extinguishment of debt, acquisition expenses, severance expenses, IPO litigation expense and interest expense associated with property in receivership. The Company believes Core FFO is an important supplemental measure of its operating performance because it excludes non-recurring items. There can be no assurance that Core FFO presented by the Company is comparable to similarly titled measures of other REITs. Core FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. In future periods, we may also exclude other items from Core FFO that we believe may help investors compare our results.

The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to FFO, Modified FFO and Core FFO:


	Three Months Ended March 31,
(amounts in thousands)	2026		2025
	(unaudited)
Net income	$	2,995	$	15,778

Private perpetual preferred unit distributions	(1,050)		(1,050)
Real estate depreciation and amortization	49,292		47,871
Gain on disposition of property	—		(13,170)
Funds from operations attributable to common stockholders and the Operating Partnership	51,237		49,429
Amortization of below-market ground leases	1,958		1,958
Modified funds from operations attributable to common stockholders and the Operating Partnership	53,195		51,387
Interest expense associated with property in receivership	—		647


Core funds from operations attributable to common stockholders and the Operating Partnership	$	53,195	$	52,034

Weighted average shares and Operating Partnership Units
Basic	268,792		267,073
Diluted	269,348		269,529

Factors That May Influence Future Results of Operations

Leasing

Due to the relatively small number of leases that are signed in any particular quarter, one or more larger leases may have a disproportionately positive or negative impact on average rent, tenant improvement and leasing commission costs for that period. As a result, we believe it is more appropriate when analyzing trends in average rent and tenant improvement and leasing commission costs to review activity over multiple quarters or years. Tenant improvement costs include expenditures for general improvements occurring concurrently with, but that are not directly related to, the cost of installing a new tenant. Leasing commission costs are similarly subject to significant fluctuations depending upon the length of leases being signed and the mix of tenants from quarter to quarter.

As of March 31, 2026, there were approximately 1.2 million rentable square feet of space in our portfolio available to lease (including leases signed but not yet commenced) representing 13.2% of the net rentable square footage of the properties in our commercial portfolio. In addition, leases representing 4.2% and 7.0% of net rentable square footage of the properties in our commercial portfolio will expire in 2026 and in 2027, respectively. These leases are expected to represent approximately 3.9% and 6.7%, respectively, of our annualized rent for such periods. Our revenues and results of operations can be impacted by expiring leases that are not renewed or re-leased or that are renewed or re-leased at base rental rates equal to, above or below the current average base rental rates. Further, our revenues and results of operations can also be affected by downtime after space is vacated and the costs we incur to re-lease available space, including payment of leasing commissions, redevelopments and build-to-suit remodeling that may not be borne by the tenant.

Observatory Operations

For the three months ended March 31, 2026, the Observatory hosted 350,000 visitors, compared to 428,000 visitors for the three months ended March 31, 2025, a decrease of 18.2%. Observatory revenue for the three months ended March 31, 2026 was $18.5 million, a 20.1% decrease from $23.2 million for the three months ended March 31, 2025. Observatory revenues were lower primarily due to lower levels of international visitors in 2026 as compared to 2025.

Observatory revenues and admissions are dependent upon the following: (i) the number of tourists (domestic and international) who come to New York City and visit the Observatory, as well as any related tourism trends; (ii) the prices per admission that can be charged; (iii) seasonal trends affecting the number of visitors to the Observatory; (iv) competition, in particular from other new and existing observatories; and (v) weather trends.

Outlook

We believe the global economy, including the real estate sector, currently navigates an environment of uncertainty around inflation, interest rates, tariffs, economic growth, geopolitical unrest, and volatile oil prices. There have been concerns about the challenges of refinancing existing low interest rate loans at higher rates. Additionally, the risk of slower global economic growth could impact the number of visitors to the Empire State Building Observatory, as well as our pricing power.

Despite this global economic backdrop, we believe that ESRT is in a good competitive position with diversified drivers of income across office, retail, multifamily and the Empire State Building Observatory. ESRT’s New York City-focused portfolio is modernized, amenitized, well-located and energy efficient, with high indoor environmental quality, competitive rental rates and strong leased percentages.

In addition to our diversified portfolio, our business is supported by a well-positioned balance sheet, modest leverage and good access to liquidity as set forth herein. The absence of unaddressed near term debt maturities provides an added degree of security. This provides us optionality in capital allocation decisions.

Critical Accounting Estimates

Refer to our Annual Report for a discussion of our critical accounting estimates. There were no material changes to our critical accounting estimates disclosed in our Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We are exposed to interest rate changes primarily on our unsecured revolving credit facility and debt refinancings. Our objectives with respect to interest rate risk are to limit the impact of interest rate changes on operations and cash flows, and to lower our overall borrowing costs. To achieve these objectives, we may borrow at fixed rates and may enter into derivative financial instruments such as interest rate swaps or caps in order to mitigate our interest rate risk. We do not enter into derivative or interest rate transactions for speculative purposes.

As of March 31, 2026, we have interest rate SOFR swap and cap agreements with an aggregate notional value of $566.5 million and which mature between December 31, 2026 and November 1, 2033. The "variable to fixed" interest rate swaps have been designated as cash flow hedges and are deemed highly effective with fair values in an asset position of $6.4 million, which is included in prepaid expenses and other assets on the consolidated balance sheet as of March 31, 2026.

As of March 31, 2026, the weighted average interest rate on the $2.3 billion of fixed-rate indebtedness outstanding was 4.53% per annum, each with maturities at various dates through April 1, 2036. As of March 31, 2026, our floating rate debt of $40.0 million represented 1.7% of our total indebtedness.

As of March 31, 2026, the fair value of our outstanding debt was approximately $2.2 billion, which was approximately $0.1 billion less than the book value as of such date. Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of March 31, 2026, the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures at the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded, as of that time, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

No significant changes to our internal control over financial reporting were identified in connection with the evaluation referenced above that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See “Financial Statements – Note 9. Commitments and Contingencies” for a description of legal proceedings.

ITEM 1A. RISK FACTORS

As of March 31, 2026, there have been no material changes to the risk factors. See the section entitled "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025, and any additional factors that may be contained in any filing we make with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None.

Recent Purchases of Equity Securities

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

Our Board of Directors authorized the repurchase of up to $500.0 million of our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units from January 1, 2026 through December 31, 2027. Under the program, we may purchase our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate us to acquire any particular amount of securities, and the program may be suspended or discontinued at our discretion without prior notice. As of March 31, 2026, we had $500.0 million remaining of the authorized repurchase amount. There were no repurchases of equity securities during the three months ended March 31, 2026.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

(a) None.

(b) None.

(c) During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

ITEM 6. EXHIBITS


Exhibit No.			Description
10.1			Note Purchase Agreement, dated April 15, 2026, among Empire State Realty OP, L.P., Empire State Realty Trust, Inc. and the purchasers named therein, incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on April 15, 2026.
31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*			Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*			XBRL Taxonomy Extension Schema Document
101.CAL*			XBRL Taxonomy Extension Calculation Document
101.DEF*			XBRL Taxonomy Extension Definitions Document
101.LAB*			XBRL Taxonomy Extension Labels Document
101.PRE*			XBRL Taxonomy Extension Presentation Document
104			Cover Page Interactive Data File (contained in Exhibit 101)
Notes:
* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EMPIRE STATE REALTY TRUST, INC.


Date:	May 7, 2026	By: /s/ Stephen V. Horn
		Stephen V. Horn
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)

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Date	Price Target	Rating	Analyst
3/25/2025	$10.00	Peer Perform → Outperform	Wolfe Research
11/27/2023		Outperform → In-line	Evercore ISI
5/23/2023	$7.00 → $8.00	In-line → Outperform	Evercore ISI
4/12/2023	$8.00 → $7.00	Outperform → In-line	Evercore ISI
3/3/2023	$9.00	Market Perform → Outperform	BMO Capital Markets
3/1/2023	$9.25	Neutral → Buy	BofA Securities
8/1/2022		Outperform → Peer Perform	Wolfe Research
7/14/2022	$7.50 → $8.00	Underperform → Market Perform	BMO Capital Markets

SEC Form 10-Q filed by Empire State Realty Trust Inc.

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Empire State Realty Trust Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

Amendment: SEC Form SCHEDULE 13G/A filed by Empire State Realty Trust Inc.