DEF 14A of Empire State Realty Trust, Inc., Apr 2, 2026

DEF 14A of Empire State Realty Trust, Inc.

Filed Apr 2, 2026 · FY20250001104659-26-038890

Open on EDGAR

  1. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | EXECUTIVE COMPENSATION TABLES | 58 | | 2025 Summary Compensation Table | 58 | | 2025 Grants of Plan-Based Awards | 60 | | 2025 Outstanding Equity Awards at Fiscal Year-End | 62 | | 2025 Option Exercises and Stock Vested | 63 | | 2025 CEO Pay Ratio | 63 | | 2025 Pay Versus Performance | 64 | | EMPLOYMENT AGREEMENTS AND SEVERANCE AGREEMENTS | 68 | | Employment Agreements | 68 | | Change in Control Severance Agreements | 74 | | Potential Payments Upon Termination | 76 | | PROPOSAL 4 | 78 | | PROPOSAL 4: APPROVAL OF THE 2026 EQUITY INCENTIVE PLAN | 78 | | Rationale for Amount of Shares Requested | 78 | | Summary of Material Features of the 2026 Equity Plan | 79 | | Summary of the 2026 Equity Plan | 79 | | New Plan Benefits | 82 | | Tax Aspects Under the U.S. Internal Revenue Code | 82 | | Equity Compensation Plan Information | 83 | | Vote Required | 83 | | AUDIT | 84 | | PROPOSAL 5 | 84 | | PROPOSAL 5: RATIFICATION OF ELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 84 | | Fee Disclosure | 84 | | Pre-Approval Policies and Procedures of Our Audit Committee | 84 | | Audit Committee Report | 85 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 86 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 89 | | QIA | 89 | | Transactions and Agreements with the Malkin Group | 90 | | Other | 92 | | OTHER MATTERS | 93 | | Questions and Answers About the Annual Meeting | 93 | | Additional Annual Meeting and Voting Matters | 96 | | Shareholder Proposals and Proxy Access | 97 | | Cautionary Note Regarding Forward-Looking Statements | 98 | | NON-GAAP FINANCIAL MEASURES | 99 | | EXHIBIT A: EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P. 2026 EQUITY INCENTIVE PLAN | A-1 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The board of directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Steven J. Gilbert, S. Michael Giliberto, Patricia S. Han, Grant H. Hill, R. Paige Hood, Anthony E. Malkin, George L. W. Malkin, James D. Robinson IV, Christina Van Tassell and Hannah Yang to serve as directors. Each of the nominees is presently serving as a director of the company, and each of the nominees has consented to be named in this proxy statement and to serve as a director, if elected. If any nominee is unable to accept election, proxies voted in favor of such nominee will be voted for the election of such other person or persons as our board may select. The election of each nominee in an uncontested election requires the affirmative vote of a majority of all the votes cast at the annual meeting at which a quorum is present in person or by proxy.

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    | | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE. |

  4. Information Regarding the Nominees

    Information Regarding the Nominees The following biographical descriptions set forth certain information with respect to each nominee for election as a director at the annual meeting. The biographical information includes the specific experience, qualifications, attributes and skills that led to the conclusion by our board that such person should serve as a director.

  5. Information Regarding the Nominees

    | Anthony E. Malkin | Biography | Skills | | | Chairman and Chief Executive Officer Age: 63 Director since: 2013 Other Current Public Company Directorships: APi Group Corporation | Anthony E. Malkin is our Chairman and Chief Executive Officer. He joined our predecessor entities as president in 1989 and was named chairman and CEO in 2013. Mr. Malkin has been a leader in existing building energy efficiency retrofits since he oversaw the groundbreaking project at the Empire State Building, in partnership with the Clinton Global Initiative, Johnson Controls, JLL, and Rocky Mountain Institute. He led the development of standards for energy efficient office tenant installations which is now known as the Tenant Energy Optimization Program at the Urban Land Institute. Mr. Malkin is a board member of APi Group Corporation (NYSE: APG), the Real Estate Roundtable and Chair of its Sustainability Policy Advisory Committee and the Board of Governors of the Real Estate Board of New York. Mr. Malkin is a member of the Urban Land Institute. In 2024, Mr. Malkin received BOMA’s Henry J. Muller Achievement Award that recognizes individuals, institutions, and companies who have substantially improved or had a major impact upon the New York skyline. Mr. Malkin appears regularly in Commercial Observer’s annual Power 100 list, on CNBC, and the New York Post, among others. Mr. Malkin received a bachelor’s degree cum laude from Harvard College. Mr. Malkin was selected to serve as a member of our board based on his history with, and knowledge of, the company and his performance and achievements in his capacity as Chairman and Chief Executive Officer of the company. | | Real Estate Experience Expertise through several industry cycles, successful tenure as CEO of ESRT since its IPO in October 2013 and his many years with our predecessor | | | | | Investment Experience Valuable experience leading the company and its predecessor entity’s investment strategy through several industry cycles | | | | | Target Tenant Industry Experience Vast experience in private and public equity across the broad range of companies which comprise our tenant base | | | | | Executive Leadership Chairman and Chief Executive Officer, Empire State Realty Trust, Inc. | | | | | Accounting Experience/Financial Literacy Expertise in public company financial reporting gained as CEO of ESRT | | | | | Human Capital Management Experience Experience building a strong culture and talent base as CEO of a publicly-traded company with ~650 employees | | | | | Energy and Environmental Sustainability Experience A pioneer in energy and environmental sustainability efforts in the real estate industry | | | | | Risk Management Experience Expertise gained as CEO of ESRT, particularly while bringing the company public in 2013 | | | | | Public Company Board Experience APi Group Corporation (NYSE: APG) since 2019 |

  6. Information Regarding the Nominees

    | Steven J. Gilbert | Biography | Skills | | | Lead Independent Director Age: 78 Director since: 2013 Committee Membership: Compensation (Chair); Finance; and Nominating and Corporate Governance Other Current Public Company Directorships: MBIA, Inc. TRI Pointe Homes, Inc. The Fairholme Funds (a mutual fund) | Steven J. Gilbert, our Lead Independent Director, has extensive experience in corporate governance and has served on the boards of eight public companies. Mr. Gilbert has experience in activism, defense, bankruptcy and restructuring, including from his tenure as founder, CEO and CIO of Soros Capital and as the Investment Advisor to the Quantum Industrial Funds, Ltd. He is also the founder of Chemical Venture Partners and Gilbert Global Equity Partners, and has acquired, merged and sold in excess of 135 companies. Mr. Gilbert additionally has been part of the transformation of many boards to current DEI and ESG standards and has served on the boards of companies focused on sustainable development (SDCL EDGE) and electric vehicles (SUN Mobility). Mr. Gilbert brings a unique vantage point to our board with his background in legal, writing and film production and international relations. Mr. Gilbert began his career as a lawyer and practiced at Goodwin Proctor and also served as a Senior Tutor at Winthrop House and a teaching assistant for Constitutional Law at Harvard. Thereafter, he attended Harvard Business School and transitioned his career to Morgan Stanley & Co. in corporate finance. In addition to growing his finance career, Mr. Gilbert was the principal owner, Chairman and CEO of Lions Gate Films, Inc., a producer and post-production creator of motion picture and television content, and is a writer and member of The Writer’s Guild of America, East. Mr. Gilbert is also a member of the Council on Foreign Relations, and the Board of Governors of the Lauder Institute of Management and International Studies at the Wharton School, where he was formerly a Trustee. Mr. Gilbert additionally served on the Board of Trustees of NYU-Langone Hospital for over 20 years and was instrumental in the expansion of the Neo-Natal Intensive Care unit and the passage of the Abandoned Infant Protection Act in New York. Mr. Gilbert currently is Chairman of the board of directors of TriPointe Homes, Inc. (NYSE: TPH), a single-family home builder, since 2013, Chairman of the board of directors of MBIA, Inc. (NYSE: MBI), a provider of specialized financial services, since 2011, Lead Independent Director of Oaktree Capital Group (NYSE: OAK), a global alternative investment manager, since 2016, and is a director of The Fairholme Funds (Nasdaq: FAIRX), a mutual fund, since 2014. Mr. Gilbert has also served as a director of SDCL EDGE Acquisition Corp., a sustainable development acquisition corporation, as a director of Waterpik, Inc., a manufacturer of personal and oral healthcare products, and as a director of CPM Holdings, Inc., an equipment and animal feed manufacturer, as well as a director of several privately held companies. Mr. Gilbert received a bachelor’s degree in economics from the Wharton School at the University of Pennsylvania, a law degree from the Harvard Law School, and an M.B.A. from the Harvard Business School. Mr. Gilbert was selected to serve as a member of our board based on his extensive experience as a director of public, NYSE-listed companies. | | Real Estate Experience Valuable experience with operation of real property serving as Chairman of the Board of TRI Pointe Homes, Inc., a leading home builder across the U.S. | | | | | Investment Experience Extensive background in private equity investing and investment banking spanning his 50-year career | | | | | Target Tenant Industry Experience Diverse experience across several industries within our tenant base including private equity with Global Equity Partners and MidOcean Capital Partners, hedge funds at Birch Grove Capital, specialized financial services with MBIA, real estate with TRI Pointe Homes and consumer goods at Waterpik | | | | | Executive Leadership Chairman of the Board, Gilbert Global Equity Partners, L.P. | | | | | Accounting Experience/Financial Literacy Expertise in accounting and financial reporting for a public company gained from his service as chairman of audit committees where he is qualified as an “Audit Committee Financial Expert” | | | | | Human Capital Management Experience Insight into attracting and developing talent gained through management of numerous companies throughout his career | | | | | Risk Management Experience Expertise in financial risk management from his many directorships for NYSE-listed companies such as TriPointe Homes, Inc., MBIA, Inc. and OakTree Capital Group LLC | | | | | Public Company Board Experience TRI Pointe Homes, Inc. (NYSE TPH) since 2013 MBIA, Inc. (NYSE: MBI) since 2011 OakTree Capital Group LLC since 2016 (company went private in 2019) The Fairholme Funds (NASDAQ: FAIRX) (a mutual fund) since 2014 |

  7. Information Regarding the Nominees

    | S. Michael Giliberto | Biography | Skills | | | Independent Age: 75 Director since: 2013 Committee Membership: Audit (Chair); Finance; and Nominating and Corporate Governance | S. Michael Giliberto currently consults with investment management firms and produces the Giliberto-Levy Index, which measures the investment performance of private-market real estate debt instruments. He has consulted for several major real estate investment management firms and serves on the Real Estate Advisory Committee for the New York State Common Retirement Fund. He previously served as Director of Portfolio Strategy and Senior Portfolio Manager at J.P. Morgan Asset Management from 2002 to 2010, and before that, he served as the head of Real Estate Research at J.P. Morgan Investment Management from 1996 to 2002. Prior to joining J.P. Morgan, Mr. Giliberto worked at Lehman Brothers, Inc. in the Fixed-Income Research department from 1993 to 1996 and at Salomon Brothers Inc. in the Real Estate Research department from 1989 to 1992. Before his career in the financial services industry, Mr. Giliberto was a professor in the Real Estate and Urban Land Economics Department at Southern Methodist University in Dallas, Texas. Mr. Giliberto has authored multiple publications about real estate investment performance, asset allocation and capital markets, and he was an adjunct professor at Columbia University’s Graduate School of Business from 2007 to 2023. In the past, he has served on the Real Estate Information Standards Board, and the board of directors of the Pension Real Estate Association, where he served as Treasurer and Chairman and was awarded the 1996 Graaskamp Award for research excellence. Mr. Giliberto received a bachelor’s degree from Harvard College, a master’s degree in business economics from the University of Hartford, and a Ph.D. in finance from the University of Washington. Mr. Giliberto was selected to serve as a member of our board based on his extensive experience in real estate investment and finance through several industry cycles. | | Real Estate Experience Substantial industry expertise through several industry cycles and influence as evidenced by his commercial mortgage performance index and decades of leadership positions with top financial institutions like J.P. Morgan | | | | | Investment Experience A wealth of experience in the investment space gained from his time at J.P. Morgan Asset Management and as a consultant for several major real estate investment management firms | | | | | Target Tenant Industry Experience Vast experience in the finance and real estate industries, which sector (finance, insurance, real estate) comprises 16% of our tenant base | | | | | Executive Leadership Former Director of Portfolio Strategy and Senior Portfolio Manager, J.P. Morgan Investment Management | | | | | Accounting Experience/Financial Literacy Expertise in understanding and evaluating financial disclosures of companies gained from years with J.P. Morgan and experience as a REIT industry analyst | | | | | Cybersecurity and Technology Experience gained through dedicated trainings on cybersecurity and technology risks | | | | | Risk Management Experience Expertise in risk management gained from a career assessing commercial mortgage loans and real estate investments |

  8. Information Regarding the Nominees

    | Patricia S. Han | Biography | Skills | | | Independent Age: 54 Director since: 2019 Committee Membership: Compensation; Finance; and Nominating and Corporate Governance Other Current Public Company Directorships: Latch, Inc. | Patricia S. Han has extensive experience in technology, digital media and ecommerce. Since 2024, Ms. Han is Chief Executive Officer of Mistplay, Inc., a mobile gaming and loyalty platform. Prior to that, Ms. Han was an Entrepreneur in Residence at RRE Ventures, a role she started in October 2023. She was the Chief Executive Officer of MyFitnessPal, a global health mobile platform, from April 2021 to June 2023. She currently serves on the board of Latch, Inc., a Nasdaq-listed provider of tech-enabled access controls, since 2021. She previously served on the board of directors of Nutrisystem, Inc., a Nasdaq-listed provider of health and wellness products and services, from 2018 to 2019. From February 2020 to April 2021, she served as Chief Product Officer of Care.com, a leading U.S. marketplace connecting families and caregivers. From 2017 to 2020, Ms. Han served as Chief Executive Officer of Daily Burn, a wellness streaming brand. Ms. Han received a bachelor of arts degree from Cornell University. Ms. Han was selected to serve as a member of our board based on her vast experience with technology platforms and digital branding and commerce. | | Target Tenant Industry Experience Vast knowledge in the technology industry gained through leadership roles at Mistplay, Inc., MyFitnessPal, Care.com, Daily Burn, Inc., Dotdash and WebMD, among others, which segment (technology, media and advertising) comprises 20% of our tenant base | | | | | Executive Leadership Chief Executive Officer of Mistplay, Inc. Former Chief Executive Officer of MyFitnessPal Former Chief Product Officer of Care.com Former Chief Executive Officer of Daily Burn, Inc. | | | | | Digital Media and Commerce Expertise in the digital media and commerce space having held several leadership roles across the industry, including as CEO of MyFitnessPal | | | | | Cybersecurity and Technology Experience gained through her leadership roles with numerous technology platforms and the unique issues involved in managing such platforms | | | | | Human Capital Management Experience Successfully established company culture and managed senior talent as CEO of MyFitnessPal and Daily Burn, Inc. | | | | | Public Company Board Experience Director of Latch, Inc. (Nasdaq: LTCH) since 2021 Director of Nutrisystem, Inc. (Nasdaq: NTRI) from 2018 to 2019 |

  9. Information Regarding the Nominees

    | Grant H. Hill | Biography | Skills | | | Independent Age: 53 Director since: 2020 Committee Membership: Finance and Nominating and Corporate Governance Other Current Public Company Directorships: Campbell Soup Company | Grant H. Hill is an owner and Vice Chairman of the board of directors of the Atlanta Hawks Basketball Club. Mr. Hill has invested in and developed more than $200 million of commercial real estate through Hill Ventures, Inc. He is the co-founder and a former member of the investment committee of Penta Mezzanine Fund, a private investment firm that provides customized growth capital solutions to profitable, lower-middle- market companies nationwide. In August 2021, Mr. Hill was appointed managing director of the USA Basketball Men’s National Team. He has served on the board of directors of the Campbell Soup Company (NYSE: CPB) since January 2021. Mr. Hill is involved in many professional, community and not-for-profit organizations. He earned a B.A. in History from Duke University. Mr. Hill is one of the greatest college and professional basketball players of all time and an Olympic gold medal winner. Mr. Hill was selected to serve as a member of our board based on his extensive experience in consumer branding, leadership and team skills, and entrepreneurial successes. | | Real Estate Experience Wealth of knowledge gained through investing in commercial real estate through Hill Ventures, Inc. | | | | | Investment Experience Extensive experience as co-founder and former member of the investment committee of Penta Mezzanine Fund | | | | | Target Tenant Industry Experience Insight into the real estate industry through Hill Ventures, Inc. as well as the financial industry as a former member of the Penta Mezzanine Fund Investment Committee | | | | | Executive Leadership An owner and Vice Chairman of the Board of Directors, Atlanta Hawks Basketball Club | | | | | Digital Media and Commerce Extensive experience in social media and online branding and presence | | | | | Human Capital Management Experience Expertise in large company leadership as an owner and Vice Chairman of the Board of Directors of the Atlanta Hawks Basketball | | | | | Public Company Board Experience Campbell Soup Company (NYSE: CPB) since January 2021 |

  10. Information Regarding the Nominees

    | R. Paige Hood | Biography | Skills | | | Independent Age: 67 Director since: 2020 Committee Membership: Audit; Finance (Chair); and Nominating and Corporate Governance | R. Paige Hood has over 32 years of experience in the real estate finance industry spanning national and international portfolios and a wide variety of property types and sectors. He spent the last 31 years of his career with PGIM Real Estate Finance, an asset management subsidiary of Prudential Financial, Inc., where he most recently served as Chief Investment Officer from 2016 to 2019. Prior to this position, he served as General Account Portfolio Manager for 13 years, during which time he grew PGIM Real Estate Finance’s portfolio from a $16 billion domestic portfolio to over a $50 billion international portfolio. Mr. Hood earned a Top 100 Scholarship to, and his Bachelor of Science in Finance and his M.B.A. from, Louisiana State University, Baton Rouge. Mr. Hood was selected to serve as a member of our board on his extensive experience in real estate finance through several industry cycles. | | Real Estate Experience Over 30 years of real estate finance industry experience through several industry cycles with PGIM Real Estate Finance | | | | | Investment Experience Valuable experience gained while Chief Investment Officer at PGIM Real Estate Finance | | | | | Target Tenant Industry Experience Intensive real estate expertise gained during his more than three decades with PGIM Real Estate Finance | | | | | Executive Leadership Former Chief Investment Officer, PGIM Real Estate Finance | | | | | Accounting Experience/Financial Literacy Vast accounting and financial literacy experience garnered while with PGIM Real Estate Finance | | | | | Human Capital Management Experience Experience in large company leadership as a former senior executive of PGIM Real Estate Finance | | | | | Risk Management Experience Perspective on risk management challenges gained from his role as Chief Investment Officer at PGIM Real Estate Finance, a publicly-traded company |

  11. Information Regarding the Nominees

    | George L.W. Malkin | Biography | Skills | | | Not Independent Age: 35 Director since: 2025 Committee Membership: Finance | George L.W. Malkin is President of Malkin Holdings, a New York City-based family office. As President of Malkin Holdings, Mr. Malkin oversees the firm’s investment strategy and day-to-day operations. Prior to Malkin Holdings, Mr. Malkin was an executive at private equity-backed wireless infrastructure multinational QMC Telecom, where he launched three international markets and served as Chief-of-Staff to the company’s CEO. Mr. Malkin also held multiple roles at the Heinz Company, where he implemented 3G Capital’s restructuring and cost savings initiatives across the company’s North American and Australian operations. Mr. Malkin currently serves as a director at Map of Agriculture, a privately held agricultural data analytics business. Mr. Malkin holds a Bachelor of Arts degree in International Relations with Honors from Stanford University and an MBA from Stanford’s Graduate School of Business. Mr. Malkin was selected to serve as a member of our board based on his history with, and knowledge of, the company and his investment and real estate experience. Mr. Malkin is the son of Anthony E. Malkin and the grandson of Peter L. Malkin. | | Real Estate Experience Extensive real estate experience through family history with ESRT and management of Malkin Holdings | | | | | Investment Experience Over a decade of experience overseeing investment strategy at Malkin Holdings and supporting private-equity growth initiatives at QMC Telecom | | | | | Target Tenant Industry Experience Direct experience working within target tenant industries, including real estate, finance and consumer products | | | | | Executive Leadership President of Malkin Holdings | | | | | Accounting Experience/Financial Literacy Significant financial oversight experience leading key budgeting efforts while at Heinz | | | | | Human Capital Management Experience Meaningful human capital management experience through leading teams across Malkin Holdings, QMC Telecom and Heinz during major operational transformations | | | | | Risk Management Experience Valuable risk management insight from his leadership of major budgeting processes at Heinz |

  12. Information Regarding the Nominees

    | James D. Robinson IV | Biography | Skills | | | Independent Age: 63 Director since: 2015 Committee Membership: Nominating and Corporate Governance (Chair) | James D. Robinson IV is currently a Founder and Managing Partner at RRE Ventures. He has been active within the technology community for over 30 years and has led investments in and served on the boards of more than 45 technology companies. He is a director of Abra, Netsertive, Noom, TheSkimm and Pebblepost. Mr. Robinson is a board observer at HYPR and Bitpay. Mr. Robinson has been recognized on the Forbes Midas List of Top 100 VC’s, as well as Institutional Investors’ Top Fintech Investors. Previously, he worked at H&Q Venture Capital and J.P. Morgan & Co. Mr. Robinson holds a master’s degree from Harvard and a joint bachelor’s degree in Computer Science & Business Administration from Antioch College. He is a director of the Partnership for New York City Investment Fund. Mr. Robinson was selected to serve as a member of our board based on his more than 30 years of management and board experience in the technology industry. | | Investment Experience Strong investment background as Founder and Managing Partner of RRE Ventures | | | | | Target Tenant Industry Experience Extensive experience working with many startups and enterprises in the technology and finance industries | | | | | Executive Leadership Founder and Managing Partner, RRE Ventures | | | | | Digital Media and Commerce Experience gained through investing in and managing numerous digital platforms | | | | | Cybersecurity and Technology Broad experience in the technology sector having served on the boards of more than 40 technology companies throughout his career | | | | | Human Capital Management Experience Perspective gained from building a strong talent base at RRE Ventures over its 25-year history | | | | | Risk Management Experience Expertise in risk management gained from investing and assessing technology companies and taking several of those companies public | | | | | Public Company Board Experience Olo Inc. (NYSE: OLO) from 2008 to 2022 |

  13. Information Regarding the Nominees

    | Christina Van Tassell | Biography | Skills | | | Independent Age: 55 Director since: 2023 Committee Membership: Audit and Nominating and Corporate Governance | Christina Van Tassell is the former Executive Vice President & Chief Financial Officer of John Wiley & Sons, Inc. (NYSE: WLY), a global knowledge company and leader in research, publishing and knowledge solutions, a role she held from 2021 to October 2024. In such role, she oversaw the company’s corporate and financial functions, including financial planning and analysis, accounting, investor relations, internal audit, treasury, and tax. Previously, Ms. Van Tassell was the Chief Financial Officer at Dow Jones & Company, Inc., owner of the Wall Street Journal, Barron’s, and Factiva, from 2017 to 2021, Before that, she served as Chief Financial Officer at Xaxis, a global advertising technology company owned by WPP Plc, from 2013 to 2017, and at Centurion Holdings LLC, an investment and advisory company, from 2004 to 2013. She began her career at PricewaterhouseCoopers, where she held senior roles in global capital markets, M&A, and other corporate finance functions during her 12-year tenure. In addition to her corporate roles, Ms. Van Tassell recently served on the board of the News Literacy Project, a national educational nonprofit that empowers educators to teach students the skills they need to become smart consumers of news and engaged participants in civic life. Ms. Van Tassell has also served on the board of Unruly, a leading provider of video advertising technology. Ms. Van Tassell holds M.B.A.s from Columbia University and London Business School and a Bachelor of Arts degree in accounting and business administration from Muhlenberg College. Ms. Van Tassell brings a wealth of experience, insight, and creativity developed over 30 years of leading and innovating in global finance organizations. Ms. Van Tassell was selected to serve as a member of our Board of Directors based on her leadership and expertise in public company corporate and financial functions as well as digital media. | | Investment Experience Extensive expertise gained as Chief Financial Officer at Centurion Holdings LLC, an investment and advisory company | | | | | Target Tenant Industry Experience Valuable insight into the financial industry, publishing industry and advertising industry | | | | | Executive Leadership Former Executive Vice President & Chief Financial Officer at John Wiley & Sons, Inc., and former Chief Financial Officer at Dow Jones & Company, Inc., Xaxis and Centurion Holdings LLC | | | | | Accounting Experience/Financial Literacy Strong expertise gained from 12-year tenure at PricewaterhouseCoopers in global capital markets and M&A | | | | | Digital Media and Commerce Broad experience as Chief Financial Officer at a global advertising technology company and a publishing firm that owns businesses, such as Wall Street Journal, with online platforms | | | | | Cybersecurity and Technology Insight gained from executive experience at a company that delivers technological solutions | | | | | Human Capital Management Experience Deep involvement with executive oversight and management of talents at large companies | | | | | Risk Management Experience Vast experience in risk management from serving as Chief Financial Officer for several companies |

  14. Information Regarding the Nominees

    | Hannah Yang | Biography | Skills | | | Independent Age: 53 Director since: 2023 Committee Membership: Finance and Nominating and Corporate Governance | Hannah Yang is the Chief Growth and Customer Officer at The New York Times Company, leading its global subscription business. She co-leads a cross-functional organization consisting of product development, engineering, data, design, marketing, research, customer care, and sales to drive The Times’s subscription growth across its portfolio of products. Prior to joining The Times, she was an attorney at Simpson Thacher & Bartlett and a management consultant at Katzenbach Partners LLC (now a part of Strategy&). She chairs the Board of The New York Times Communities Fund, The Times’ largest and oldest nonprofit that has supported people in dire financial circumstances for more than 100 years. She was previously on the Board of The Scholastic Art & Writing Awards, Scholastic’s nonprofit that has been supporting creative teens since 1923. Hannah graduated from Harvard College, Harvard Law School, and The Juilliard Pre-College Division. Ms. Yang was selected to serve as a member of our Board of Directors based on her executive leadership skills and deep expertise in media and digital transformation. | | Target Tenant Industry Experience Vast experience in media through The New York Times Company and the New England Media Group | | | | | Executive Leadership Chief Growth and Customer Officer of The New York Times Company | | | | | Digital Media and Commerce Deep expertise in media and digital transformation gained through co-leading product development, engineering, data, design, marketing, research and sales | | | | | Cybersecurity and Technology Perspective gained at companies with digital platforms requiring close attention to data and cybersecurity | | | | | Human Capital Management Experience Valuable experience with talent development and management from co-leading a cross-functional organization |

  15. Compensation of Directors

    Compensation of Directors Members of our board who are employees receive no additional compensation for their services as directors. Each non-employee director receives an annual base retainer for his or her services of $200,000. The annual base retainer is comprised of: 1. 60% equity ($120,000), at such director’s election, either in LTIP units or Restricted Shares, in each case to vest ratably over a period of four years; and 2. the remaining 40% at such director’s election: a. in cash at face value ($80,000) (“Option 1”); b. in fully vested equity at face value ($80,000), at such director’s election, either in LTIP units or Restricted Shares (“Option 2”); or c. in equity to vest ratably over a period of three years at 120% of face value ($96,000), at such director’s election, either in LTIP units or Restricted Shares (“Option 3”). All of our directors have elected LTIP units over Restricted Shares to date. The following table sets forth each element of annual compensation payable to our non-employee directors for their services:

  16. Compensation of Directors

    | Role | Annual Compensation Amount ($) | | Non-employee Director Base Retainer | 200,000(1) | | Lead Independent Director | 75,000 | | Audit Committee Chair | 25,000 | | Compensation Committee Chair | 17,500 | | Finance Committee Chair | 17,500 | | Nominating and Corporate Governance Committee Chair | 15,000 | | Committee Membership Fee (Audit) | 12,500 | | Committee Membership Fee (Other Committees) | 7,500 |

  17. Compensation of Directors

    (1) Increased to $216,000 if director elects to receive equity that vests over three-years per Option 3 above. Fees for service as the Lead Independent Director and on committees of the board are payable in cash. Each year, the Compensation Committee and board has consulted Ferguson Partners Consulting L.P. (“Ferguson Partners Consulting”), an independent compensation consultant, regarding current levels and trends in director compensation at peer and other public companies, including a benchmarking analysis by the consultant, to assess the alignment of the company’s compensation policies with peers and market practice. Under our program, our non-employee directors are generally not eligible to receive fees for attending board or committee meetings. However, to the extent that a non-employee director attends board or committee meetings in excess of eight times per annum, such director will receive a fee of $1,500 for attending each such meeting in excess of such threshold (pro-rated for a partial year of service) if such meeting exceeds thirty (30) minutes. We also reimburse each of our non-employee directors for his or her travel expenses incurred in connection with attendance at board and committee meetings. The following table sets forth the compensation earned by each of our non-employee directors who served for all or a portion of the year ended December 31, 2025, under our director compensation program:

  18. Compensation of Directors

    | | 2025 Director Compensation | | | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2),(3) | Total ($) | | Thomas J. DeRosa(4) | 43,578 | | 43,578 | | Steven J. Gilbert | 103,791 | 216,004 | 319,795 | | S. Michael Giliberto | 120,000 | 120,004 | 240,004 | | Patricia S. Han(5) | 112,500 | 120,004 | 232,504 | | Grant H. Hill | 15,000 | 216,004 | 231,004 | | R. Paige Hood | 37,500 | 216,004 | 253,504 | | George L.W. Malkin(6) | 40,898 | 100,927 | 141,825 | | James D. Robinson IV | 15,000 | 216,004 | 231,004 | | Christina Van Tassell | 100,000 | 120,004 | 220,004 | | Hannah Y. Yang | 95,000 | 120,004 | 215,004 |

  19. Compensation of Directors

    (1) For the annual period beginning May 15, 2025, Mses. Han, Van Tassell and Yang and Mr. Giliberto elected Option 1, such that $80,000 of each of their annual retainers was paid in cash. (2) Each director received $120,000 in LTIP units that vest pro rata on an annual basis over a period of four years after the date of grant. Messrs. Gilbert, Hill, Hood and Robinson elected Option 3 and received $96,000 in LTIP units that vest pro rata on an annual basis over a period of three years after the date of grant. The vesting of all such equity awards is subject to continued service as director and acceleration in the event of a termination of service on account of death or “disability” (as defined in our 2024 Equity Plan) or resignation after the age of 65 or otherwise in accordance with any company policy for a mandatory term limit or retirement age. (3) The amount shown is the aggregate grant date fair value of LTIP units issued to the director as calculated pursuant to ASC Topic 718, which is equal to, on a per unit basis: (i) $7.28 for the LTIP Units that vest annually over four years granted to each of our directors on May 15, 2025; and (ii) $7.19 for the LTIP Units granted to Messrs. Gilbert, Hill, Hood and Robinson under Option 3 that vest annually over three years. As of December 31, 2025, current directors held the following number of unvested LTIP units: Mr. Gilbert (69,057), Mr. Giliberto (42,195), Ms. Han (42,195), Mr. Hill (69,057), Mr. Hood (69,057), Mr. George Malkin (14,215), Mr. Robinson (69,057), Ms. Van Tassell (33,290), and Ms. Yang (33,290). (4) Mr. DeRosa served as a director until May 14, 2025. (5) In 2025, the company compensated director Patricia S. Han with a consulting fee of $10,000 for the substantial amount of time she spent advising the company’s Marketing team. The board affirmatively determined that such additional compensation does not impair her independence to serve on the Compensation Committee, the Nominating and Corporate Governance Committee or the board. Mr. George L.W. Malkin joined the board effective July 13, 2025. Mr. Malkin elected to receive the remaining 40% of his annual retainer in cash, prorated from his start date.

  20. Executive Compensation Highlights

    | WHAT WE DO We pay for performance, and our compensation programs are designed to have direct alignment with TSR We use multiple performance metrics and both short-term and long-term performance periods in granting equity awards to foster achievement across multiple business goals and time periods We have implemented a clawback policy that requires the recovery of erroneously received incentive-based compensation in the event of an accounting restatement due to material noncompliance with financial reporting requirements We have “double-trigger” change in control benefits We have robust stock ownership guidelines for our NEOs and directors We align the interests of our shareholders and NEOs by granting long-term equity awards that vest based on both achievement of TSR targets and continued service over time We engage an independent compensation consultant to advise the Compensation Committee, which is comprised entirely of independent directors We obtain confirmation from an independent consultant that our compensation structure does not encourage excessive or inappropriate risk taking | WHAT WE DO NOT DO We do not provide “golden parachute” tax gross-up payments We do not have “single-trigger” change in control benefits We do not allow hedging by directors or employees; our Compensation Committee must approve any pledge of company stock by executives and other key employees We do not encourage unnecessary or excessive risk taking; incentive awards are not based on a single performance metric and do not have guaranteed minimum payouts Our equity plan does not permit repricing of stock options without shareholder consent We do not provide perquisites for our NEOs, with the exception of very limited perquisites for our CEO structured with safety considerations and for specific business purposes |

  21. Executive Compensation Highlights

    | ANNUAL INCENTIVE BONUS | | | We motivate and reward achievement of short-term corporate and sustainability objectives and individual goals. | | | Corporate Goals | ◗ Core FFO per Share ◗ Same-Store Cash NOI Growth (excluding Observatory) ◗ Leasing ◗ Balance Sheet ◗ G&A Expense as a Percentage of Revenues | | Sustainability Goals | ◗ Environmental ◗ Human Capital Strategy ◗ Governance | | Individual Goals | Qualitative performance against individualized goals based on an NEO’s responsibilities and duties to the company | | The Compensation Committee reserves the ability to include a subjective element of judgment to adjust the formula result if appropriate based on identified non-quantitative factors. | | | Bonus Election | Our NEOs have the option to receive any annual incentive bonus earned in one of three ways: (i) cash, (ii) fully vested LTIP units at 100% of the face amount, or (iii) LTIP units that vest over three years, subject to continued employment, at 120% of the face amount. | | See page 39 for more information. | |

  22. Executive Compensation Highlights

    | EQUITY | | | 55% Performance-Based Equity Performance-based awards are earned based on a combination of: (i) the company’s TSR performance over a three-year period relative to the Nareit Office Index; (ii) the company’s performance against three-year sustainability metrics; and (iii) the company’s performance against one-year corporate metrics with a three-year absolute TSR modifier. Such awards, to the extent earned, vest 50% at the end of the three-year performance period and 50% on the first anniversary of the end of such period, subject to continued employment. See page 50 for more information. | 45% Time-Based Equity Long-term equity is granted in the form of LTIP units or Restricted Shares at the NEO’s election. All of our NEOs have chosen the LTIP unit option. Time-based awards generally vest 25% per annum over four years, subject to continued employment. See page 48 for more information. |

  23. Compensation Program Objectives

    | PROGRAM OBJECTIVE | | HOW WE GET THERE | | Alignment with Corporate Strategies | | We set performance metrics for our annual incentive bonus that align with our corporate and sustainability goals and are tied to our annual financial and operational results, with the flexibility to adjust for individual performance and non-formulaic factors, where appropriate. | | Alignment with Shareholder Interests | | A substantial portion of our NEOs’ pay is long-term incentive compensation in the form of performance-based equity to link compensation with the creation of shareholder value by granting awards that are earned based in part on TSR over a period of years. | | Short-Term and Long-Term Performance Objectives | | A substantial percentage of our NEOs’ pay is performance-based. This is divided between (i) annual incentive bonus, which measures performance over a one-year period and rewards achievement of short-term corporate, sustainability and individual goals, and (ii) long-term performance-based equity, which measures performance over a multi-year period and rewards long-term company shareholder return. | | Long-Term Continued Employment | | Our NEOs are granted long-term incentive compensation in the form of time-based equity awards that are earned based on continued service, designed to retain highly talented executives over a period of years. | | Balanced Mix | | We provide current compensation in the form of cash, divided between base salary and annual incentive bonus, and long-term compensation in the form of equity, divided between performance-based and time-based equity. Both current and long-term compensation are mixed between stable (base salary and time-based equity) and performance-based (annual incentive bonus and performance-based equity) compensation. | | No Unnecessary Risk-Taking | | To ensure that compensation arrangements do not encourage unnecessary risk-taking, we create a balance between performance-based and non-performance-based compensation and short-term and long-term performance-based compensation with a mix of performance metrics and set performance metric targets that we believe are aspirational but achievable. We also have minimum stock ownership guidelines to help mitigate potential compensation risk and further align the interests of our NEOs with those of our shareholders. | | Competitive | | To ensure our compensation remains competitive with the NYC marketplace in which we compete for talent, the Compensation Committee engaged Ferguson Partners as its independent consultant in 2025 and prior years to review and benchmark the compensation we provide relative to our peer group and other market data. |

  24. Compensation Setting Process

    Compensation Setting Process ROLES OF OUR COMPENSATION COMMITTEE, COMPENSATION CONSULTANT AND MANAGEMENT COMPENSATION COMMITTEE Our Compensation Committee is comprised entirely of independent directors and chaired by Steven J. Gilbert. The committee has overall responsibility for monitoring the performance of the company’s executives and evaluating and approving our executive compensation policies and programs. In addition, the committee oversees the administration of our equity plans. The committee determines all components of our CEO’s compensation. With respect to the other NEOs, the committee seeks input from our CEO and reviews and approves all components of our other NEOs’ compensation. COMPENSATION CONSULTANT Our Compensation Committee has engaged Ferguson Partners Consulting to provide guidance with respect to the development and implementation of our compensation programs. Ferguson Partners Consulting provides the committee with advice concerning the types and levels of compensation to be paid to our NEOs. In connection with this, Ferguson Partners Consulting provides market data on base salary, annual incentive bonus, and long-term incentive compensation at other REITs. The committee requires that its consultant be independent of company management and performs an annual assessment of such independence. It most recently assessed Ferguson Partners Consulting’s independence in February 2026 and confirmed that Ferguson Partners Consulting remains independent and free of any conflict of interest which might affect its work. MANAGEMENT Our CEO attends Compensation Committee meetings, provides information as to the individual performance of the other NEOs and makes annual recommendations to the committee regarding appropriate compensation levels for all NEOs other than himself. All elements of our NEOs’ compensation must be approved by our Compensation Committee and the committee regularly meets in executive session without the CEO or any members of management present. PEER BENCHMARKING PROCESS In developing our executive compensation programs, our Compensation Committee commissions an annual compensation benchmarking analysis to ensure that our programs are competitive with those of other similar publicly-traded REITs, including consideration of the cost of attracting and retaining talented executives in the New York City marketplace. PEER DATA Our company has few public REIT direct business competitors, particularly when factoring our geographic focus in the metropolitan New York City marketplace. In order to allow for a robust examination of market practices, the Compensation Committee, in consultation with Ferguson Partners Consulting, strives to develop a peer group that best reflects the characteristics noted in the table below. Guiding Principles for Empire State Realty Trust’s Peer Selection

  25. Compensation Setting Process

    | QUESTIONS ADDRESSED IN DEVELOPING AN EFFECTIVE PEER GROUP | | | | Who are key performance comparators? | | ◗ Who do we compete with for tenants? ◗ Who do we compete with for investors? ◗ Which companies have similar market demands and influences? | | Who are closest competitors for talent? | | ◗ Which companies might logically try to recruit our executives? ◗ If our company had to replace a member of its executive team externally, from which companies might it recruit to attract executives with similar capabilities? | | Who are the peers from an external perspective? | | ◗ Who does the investment community name as peers? ◗ Who cites Empire State Realty Trust as a peer? ◗ Who are other REITs classified within the Nareit Office Index and broader MSCI US REIT Index that best fit the characteristics noted above? |

  26. Compensation Setting Process

    After our peer group has been confirmed, Ferguson Partners Consulting, our independent compensation consultant, provides market data and practices of the peer group for our Compensation Committee to consider, as well as information on executive compensation trends and developments generally. Specifically, Ferguson Partners provides information regarding the design and levels of compensation paid by our peers and overall counsel to determine the appropriate incentive design for our company. Such compensation data for peers is analyzed by our Compensation Committee with the assistance of Ferguson Partners Consulting to set a suitable and competitive compensation package in the context of the New York City marketplace in which we operate and the competitive conditions for the talent pool in that market. The resulting compensation is intended to serve the company’s requirements in both recruitment and retention of key qualified executives and to motivate our executive officers to achieve our corporate goals and increase value for our shareholders. An executive’s target compensation is not mechanically set at a particular percentage of the peer group. Rather, our Compensation Committee also considers the executive’s role and experience and the competitive factors needed to retain and incentivize such executive. 2025 PEER GROUP In August 2024, the Compensation Committee, in consultation with Ferguson Partners Consulting reviewed the company’s peer group. The Compensation Committee determined to keep the same peer group for 2025 as 2024 as shown on the following page. 2025 PEER GROUP At the time Ferguson Partners conducted its analysis of executive compensation during the third quarter of 2024 for the purposes of 2025 compensation-setting, our company size ranked among this peer group at approximately the following relative percentiles across the categories below:

  27. Compensation by Component

    ANNUAL INCENTIVE BONUS OPPORTUNITIES We provide annual incentive bonuses to motivate and reward achievement of short-term corporate and sustainability objectives and individual NEO goals. Target annual bonuses are set at a percentage of the NEO’s annual base salary. In 2025, the Compensation Committee left the program unchanged other than to increase the weighting of the individual component for Messrs. Durels and Horn to 40% in light of their specific individual objectives related to succession planning and growth milestones, respectively. The corporate goals for the 2025 annual incentive bonus program and the weighting of each goal is set forth below.

  28. Compensation by Component

    Upon the recommendation of Ferguson Partners Consulting, our Compensation Committee set 2025 annual bonus opportunities that contained a threshold, target, and maximum level as set forth below (with the amounts in the % column as a percentage of base salary). Target bonus percentages and dollar values remained unchanged for Messrs. Durels and Malkin and Ms. Chiu. Mr. Horn’s target bonus dollar value was increased to $325,000 and the percentages were adjusted accordingly in light of his increased responsibilities.

  29. Compensation by Component

    As discussed in “Goal Setting and Performance Evaluation Process” on page 38, our Compensation Committee established rigorous quantifiable corporate and sustainability objectives, and it reserved the ability to include a subjective element of judgment to adjust the formula result if appropriate based on identified non-quantitative factors. CORPORATE GOALS Target-Setting For each metric, the Compensation Committee set a threshold, target and maximum, worth 50%, 100% and 200%, respectively, with outcome interpolated for performance between threshold and target, and target and maximum. The committee set the threshold, target and maximum for each metric based on our 2025 corporate model. The target corporate goals were reviewed with the committee through a multi-month process that began in the fall with management’s preparation of a budget for the following year. The budget was prepared with input from each of our departments and underwent numerous reviews by senior management and our NEOs. The result of the budget process was the formation of a corporate model by which we measure our performance during the year. The board reviewed the corporate model, including the financial and operational assumptions that underlie the corporate model to test its rigor and alignment with our strategies and market conditions. The committee set rigorous targets for corporate metrics based on the corresponding targets in such tested corporate model. Following the end of the year, the committee measured performance and payout for the formulaic bonuses based on performance relative to the corporate goals set at the beginning of the year. We historically have not changed our objective goals mid-year, even in extreme circumstances such as the COVID-19 pandemic. In development of our corporate model, we assess the current economic and competitive landscape we face to identify trends, challenges and opportunities that we anticipate will impact our performance during the coming year. Management establishes formal guidance and internal projections based on current conditions and without consideration of prior year forecasts, which may result in narrower or wider ranges depending on anticipated volatility. Goal Rigor While the Compensation Committee seeks to set goals at levels that are higher than the performance levels achieved in the prior year, the performance level in the prior year may not accurately reflect the difficulty of achieving the specified level of performance in the current year (for example, because of occupancy levels, scheduled lease expirations, capital expenditure budgets, acquisition or disposition activity, financing activity and market interest rates or one-time items that impacted results in the prior year that are not expected to recur in the current year). In these cases, the committee may set performance goals at levels that are the same or lower than the performance results achieved in the prior year but at levels that the committee believes are equally or more rigorous. For example: ◗ Our Core FFO actual result in 2024 was $0.95, and that result was positively impacted by approximately $7 million of one-time items, including revenue related to short-term lease modifications, land easement income, bad debt recovery and prior period utility credits, and without those one-time items, the 2024 result would have been $0.91. We set the target for 2025 at $0.86, which aligned with our guidance range. The guidance range included several reach goals, including aggressive goals for Observatory NOI growth amidst an uncertain environment (e.g., inflation, impact of tariffs, strains on international tourism). We were in line with our compensation peers in the way that we set our Core FFO target and in 2025 results. Of our compensation peers listed on page 38, five set initial 2025 FFO guidance below their 2024 actuals, and eight reported 2025 full-year FFO below 2024 actuals. ◗ Our Same-Store Property Cash NOI actual result in 2024 was +5.2% year-over-year growth. That result was favorably impacted by significant one-time items, including the same items noted in the above bullet regarding Core FFO. Without those one-time items, the 2024 result would have reflected +2.5% year-over-year growth. We set the target for 2025 same-store property cash NOI at a -2.0% year-over-year decline versus 2024 actual, which is equivalent to +0.62% year-over-year growth excluding one-time items, which aligned with our guidance range. The guidance range reflected assumptions to reach the top end of our occupancy projection of 89%-91%. ◗ Our G&A Expense actual result in 2024 was $70.2 million or 9.1% of total revenues. We set the G&A Expense target for 2025 at 9.9% of total revenues as we communicated a 1.5 cent, or an approximately 5% increase, in G&A expenses in 2025, which included, among other factors, accelerated recognition of non-cash stock-based compensation expense of awards granted to employees that are nearing retirement eligibility, non-cash equity compensation expense related to the 2024 NEO promotions, and standard inflation-based payroll increases. ◗ Our leasing metrics for 2025 were set considering the amount of currently vacant space in the company’s portfolio, the amount of space covered by leases with near-term maturities in 2026 and the amount of space covered by leases with terms that expire more than twelve (12) months later (2027 and beyond). The committee also considered the potential difficulty in successfully leasing space amidst the challenges of the NYC office market and high vacancy rates. This factors in potential leases that are already under negotiation at the time the goals are established and the amount of additional leasing needed to achieve aggressive leasing metrics. Despite potential negative headwinds and our above-target leased percentage and leasing volume performance in 2024, which further reduced space available to lease, we set more rigorous objectives for leased percentage and leasing volumes in 2025. We set 2025 target for NYC office leased percentage at 95.5% (vs. 92.5% in 2024) and leasing volume at 707,860 (vs. 651,000 in 2024). While there may be instances where target is set lower than prior years for the reasons described, performance is assessed based on rigor in light of market conditions and generally must at least equal or exceed the top of our internal projections to achieve maximum performance levels. The following table summarizes 2025 performance against each of the target corporate goals and the significance of each performance metric for purposes of determining executive compensation.

  30. Compensation by Component

    COMMITTEE ASSESSMENT OF ANNUAL INCENTIVE BONUS PAYOUTS The Compensation Committee applied outcomes on the corporate and sustainability metrics across the pre-set weightings as shown below.

  31. Compensation by Component

    | Named Executive Officer | Target Bonus Award ($) | Percentage of Achievement (%) | Actual Bonus Award ($) | | Anthony E. Malkin | 1,320,000 | 163.8% | 2,161,875 | | Christina Chiu | 988,000 | 171.2% | 1,691,090 | | Thomas P. Durels | 567,788 | 167.1% | 948,840 | | Stephen V. Horn | 325,000 | 188.4% | 612,315 |

  32. Compensation by Component

    BONUS ELECTION PROGRAM We reinforce the alignment of our NEOs’ interests with those of shareholders through a bonus election program under which each NEO may elect to receive his or her annual incentive bonus in any combination of (i) cash, (ii) fully vested LTIP units at 100% of the face amount or (iii) LTIP units that vest over three years, subject to continued employment, at 120% of the face amount. The chart on the next page shows the face amount of the annual incentive bonus awarded to each NEO for 2025 as well as the cash and equity components elected by each.

  33. Compensation by Component

    | Named Executive Officer | Face Amount of Bonus Award ($) | Amount of Award Received in Cash at Face Amount ($) | Amount of Award Elected to be Received in Vested LTIP Units at Face Amount ($) | Amount of Award Elected to be Received in 3-Year Time-Based LTIP Units at 120% of Face Amount ($) | | Anthony E. Malkin | 2,161,875 | — | — | 2,594,250 | | Christina Chiu | 1,691,090 | 1,691,090 | — | — | | Thomas P. Durels | 948,840 | 948,840 | — | — | | Stephen V. Horn | 612,315 | 612,315 | — | — |

  34. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation PAY FOR PERFORMANCE ALIGNMENT AWARD TYPES LONG-TERM EQUITY INCENTIVE MIX Our Compensation Committee believes that a substantial portion of each NEO’s compensation should be in the form of long-term equity incentive compensation. Equity incentive awards align management’s interests with those of our shareholders and encourages management to create shareholder value over the long-term because the value of the equity awards is directly attributable to changes in our dividends and the price of our common stock over time. In addition, equity awards are an effective tool for management retention because full vesting of the awards generally requires continued employment for multiple years. Long-term equity incentive compensation is granted in the form of LTIP units or Restricted Shares. Each grant is formulated as a dollar amount when approved, based on peer benchmarks, competitive conditions, and the criteria and goals discussed herein. In accordance with the applicable approval, such dollar amount is converted into units or shares, using a grant date fair value calculation. For a description of such fair value calculation and a description of LTIP units, see “LTIP Units — Valuation” on page 52. In connection with these awards, our NEOs elect whether to receive LTIP units or Restricted Shares. To date, all of our NEOs have chosen LTIP units. In order to maximize retention and enhance the achievement of goals for our company, the Compensation Committee has determined to structure our long-term incentive awards to include both (i) awards subject to vesting based on achievement of multiple performance-based criteria and (ii) awards subject to time-based vesting. For 2025, the Compensation Committee maintained the same allocation of long-term equity incentive awards in the form of performance-based vesting awards (55%) versus time-based vesting awards (45%) as in prior years. TIME-BASED AWARDS

  35. Long-Term Equity Incentive Compensation

    | VESTING 25% per year over 4 years | CONDITIONS Continued employment | DIVIDENDS/DISTRIBUTIONS Paid as and when distributions are paid with respect to our common stock and partnership units |

  36. Long-Term Equity Incentive Compensation

    PERFORMANCE-BASED AWARDS (2023—2025 LTIPs)

  37. Long-Term Equity Incentive Compensation

    | Criteria/Commentary | Weighting | Threshold | Target | Max | | RELATIVE TSR (AGAINST NAREIT OFFICE INDEX) ◗ Aligns management interest with shareholder interest ◗ Maintained as largest portion of award ◗ Maintained requirement for outperformance for target | 50% | | | | | OPERATIONAL METRICS (WITH MODIFIER) ◗ Objective criteria over a one-year performance period, which remain subject to a 3-year absolute TSR modifier | | | | | | ◗ Core FFO per Share(1) for fiscal year 2023 ◗ FFO is a non-GAAP measure widely used by the REIT industry as a supplemental measure of operating performance because it excludes depreciation and gains or losses relating to sales of depreciated real estate ◗ The company uses “Core FFO,” which further excludes amortization of below-market ground leases and other items that by their nature are not comparable from period to period | 10% | | | | | ◗ Manhattan Leasing Volume (office) for fiscal year 2023 ◗ Represents our ability to execute our leasing platform in the highly competitive New York City real estate market, which comprises the majority of our portfolio | 10% | | | | | ◗ Net Debt to Adjusted EBITDA(1) for fiscal year 2023 ◗ A widely used non-GAAP measure that reflects our ability to incur and service debt and is an indicator of the health of our balance sheet and cash flows | 10% | | | | | ◗ Absolute TSR Modifier ◗ Absolute TSR is a pure measurement of value delivered to stockholders who were invested in our stock for the three-year performance period ◗ Target is 25% increase over 3-year period ◗ As TSR declines from 25% to 0%, reduction in earned amount declines via linear interpolation from 0% reduction to 25% reduction ◗ No additional upside for TSR achievement over 25% and no additional reduction for TSR achievement below 0% | Can reduce operational component by up to 25% | * Three-year absolute TSR was 5.1%, thus a 19.9% reduction was applied. | | | | SUSTAINABILITY METRICS Improve sustainability such that we maintain high ratings against increasingly rigorous, stringent third-party rating systems, including ratings such as WELL Heath-Safety, Fitwel, GRESB and ENERGY STAR Partner of the Year (ESPOY). In 2023, this was set to include 5 metrics (Bloomberg GEI, WELL Heath-Safety, Fitwel, GRESB and ESPOY). Bloomberg GEI was discontinued and ESPOY was not awarded in 2025 due to a regulatory hold, so the Compensation Committee modified the award to remove these metrics. | 20% | | | |

  38. Long-Term Equity Incentive Compensation

    (1) Core FFO per Share and Adjusted EBITDA are not measurements of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” on page 99 for more information and reconciliations to the most directly comparable GAAP financial measures.

  39. Long-Term Equity Incentive Compensation

    | VESTING To the extent earned, 50% vests at the end of 3-year performance period and the remaining 50% vests on the first anniversary of the end of the 3-year performance period | CONDITIONS Continued employment; and achievement of performance goals | DIVIDENDS/DISTRIBUTIONS 10% of distributions paid with respect to our common stock and our partnership units during the performance period; 90% balance accrued and paid in full when such performance equity vests (if earned) at the end of the performance period |

  40. Long-Term Equity Incentive Compensation

    2025 LONG-TERM EQUITY INCENTIVE COMPENSATION AWARDS In setting target long-term equity incentive compensation amounts, the Compensation Committee considered: ◗ Ferguson Partners Consulting’s benchmarking study of the company’s peer group, particularly the subset of our peers operating in the New York City market; and ◗ an objective to achieve (i) an appropriate balance between cash and equity as it relates to total compensation and (ii) a level of total compensation which, when combined with the level of base salary and annual incentive bonus, remains at a market-competitive level to attract and retain our key executives. Based on the recommendation of Ferguson Partners Consulting, the Compensation Committee made the following changes to target long-term equity incentive compensation amounts for Ms. Chiu and Mr. Horn. The Committee did not make any changes to the compensation amounts for Messrs. Malkin and Durels for 2025. ◗ Ms. Chiu: increased the target equity award by $750,000 in light of peer practice and her continued growth in the President role; ◗ Horn: increased the award to $650,000 in light of his growth into the Chief Financial Officer role. Each of their long-term equity incentive awards were allocated 45% (based on target amounts) in the form of time-based vesting awards, and 55% in the form of performance-based vesting awards with a performance period of January 1, 2025 to December 31, 2027. The long-term incentive awards were granted to our NEOs on March 13, 2025. The following table shows the dollar value of the total awards granted to our NEOs in 2025. ALLOCATION OF 2025 LONG-TERM EQUITY INCENTIVE COMPENSATION:

  41. Long-Term Equity Incentive Compensation

    | | Dollar Value of LTIP Award Opportunities Granted in 2025 | | | | | | | Time-Based | Performance-Based | | | Change vs. 2024 | | Named Executive Officer | Target ($) | Threshold ($) | Target ($) | Maximum ($) | (%) | | Anthony E. Malkin | 2,610,000 | 1,595,000 | 3,190,000 | 6,380,000 | 0% | | Christina Chiu | 1,136,250 | 694,375 | 1,388,750 | 2,777,500 | 42% | | Thomas P. Durels | 866,514 | 529,536 | 1,059,072 | 2,118,145 | 0% | | Stephen V. Horn | 292,500 | 178,750 | 357,500 | 715,000 | 162.5% |

  42. Long-Term Equity Incentive Compensation

    PERFORMANCE-BASED LTIP AWARD STATUS THROUGH DECEMBER 31, 2025 The graphic below summarizes the outcomes of our annual three-year performance-based equity awards whose performance periods have concluded over the past several years and comments on the status of the on-going performance-based awards. (1) The performance-based awards covering the three-year performance periods from 2016-2018, 2017-2019 and 2018-2020 included the following pre-established quantitative performance metrics and weightings: absolute TSR (25%), relative TSR vs. Nareit Office Index (50%) and relative TSR vs. MSCI US REIT Index (25%). (2) The performance-based awards covering the three-year performance period from 2019-2021, 2020-2022 and 2021-2023 included the following pre-established quantitative performance metrics and weightings: relative TSR vs. SNL Office Index (66.7%) and relative TSR vs. MSCI US REIT Index (33.3%). The SNL Office Index was replaced by the Nareit Office Index when it was discontinued in July 2021. (3) The performance period for these awards covering the three-year performance period from 2022-2024, 2023-2025, 2024-2026 and 2025-2027 include the pre-established qualitative performance metrics and weightings described on page 50. The performance period for these awards remains open and the payout percentage for these awards has not been determined.

  43. REALIZED COMPENSATION

    Annual Incentive Bonus Election. Our NEOs have the option to receive any annual incentive bonus earned in one of three ways: (i) cash, (ii) fully vested LTIP units, or (iii) LTIP units that vest over three years, at 120% of the face amount. The amounts included in the “Bonus” bar represent the face amount of the bonus awarded to our CEO in each year shown. The extra value to be received by our CEO who elected option (iii) in each year shown is included in the “Stock Awards” bar.

  44. Other Compensation Policies and Practices

    Other Compensation Policies and Practices LTIP UNITS OVERVIEW Pursuant to our equity plans we have issued LTIP units as a form of equity-based award for long-term incentive equity compensation. LTIP units are designed to qualify as “profits interests” in our operating partnership for federal income tax purposes, meaning that initially they would not be entitled to any distributions upon the liquidation of our operating partnership. However, over time the LTIP units can become entitled to a share of liquidating distributions from our operating partnership until the LTIP units are on a one-for-one parity with operating partnership units. LTIP units are designed to offer key employees a long-term incentive that will over time become comparable to common stock while allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of Class A common stock reserved under the 2024 Equity Plan, reducing availability for other equity awards on a one-for-one basis. LTIP UNITS KEY POINTS

  45. Other Compensation Policies and Practices

    | ◗ LTIP unit = profit interest in our operating partnership ◗ Convertible into operating partnership units and exchangeable for Class A common stock on 1-for-1 basis after holding period ◗ More favorable tax treatment to grantee vs. Restricted Shares (i.e., no taxable income to grantee upon vesting) ◗ Time-based LTIP units receive distributions equivalent to common stock dividends ◗ Performance-based LTIP units receive distributions equal to 10% of common stock dividends until performance period ends and then 90% catch-up on any earned award amount ◗ LTIPs granted to our NEOs are subject to a holding period of two years post-vest |

  46. Other Compensation Policies and Practices

    Our Compensation Committee believes that allowing executives to choose to receive equity-based awards in the form of LTIP units rather than Restricted Shares (i) promotes long-term equity ownership by executives; (ii) further aligns the interests of executives with the interests of shareholders; (iii) enables the company to remain competitive with our peers in attraction and retention of talented executives since LTIP units are offered by many of our peers. DISTRIBUTIONS Time-based LTIP units, whether vested or not, receive the same per unit distributions as dividends on common stock. Performance-based LTIP units receive 10% of such distributions during the active performance period, and the remaining 90% are accrued during the performance period and paid when such LTIP units are earned based on performance, at which time such LTIP units will commence receiving 100% of such distributions. CONVERSION RIGHTS At the time of grant, LTIP units do not have full economic parity with operating partnership units but can achieve such parity over time upon the occurrence of specified events. The capital account associated with an LTIP unit when it is initially issued is zero. Under the terms of the LTIP units, our operating partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until 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 holders of operating partnership units. Upon equalization of the capital accounts of the holders of LTIP units with other holders of operating partnership units, the LTIP units will achieve full parity with operating partnership units for all purposes, including with respect to liquidating distributions. Following a two-year holding period, holders of vested LTIP units that have achieved such parity will have the right to convert their vested LTIP units into an equal number of operating partnership units or to require our operating partnership to redeem their vested LTIP units for an equal number of shares of Class A common stock of the company or, at the company’s option, an amount of cash equal to the value of such shares. Unless and until such parity is reached, the value that an executive will realize in a liquidation for a given number of vested LTIP units is less than the value of an equal number of operating partnership units. Events that allow such revaluation of our operating partnership’s assets under the partnership agreement and applicable federal tax regulations generally include (i) the issuance by the company of our Class A common stock; (ii) the issuance by our operating partnership of operating partnership units; (iii) the issuance of LTIP units as equity compensation; (iv) significant repurchases of common stock for cash; and (v) the redemption by the company of operating partnership units for cash or other property. VALUATION Each grant is formulated as a dollar amount when approved and such dollar amount is converted into LTIP units, based on the grant date fair value, with such grant date fair value calculated by a third-party appraiser. For LTIP unit awards that are time-based or performance-based, the grant date fair value is the stock price of our Class A common stock on 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 operating partnership units. 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. For LTIP unit awards that are market-based, the grant date fair value is calculated using a Monte Carlo Simulation model. 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 a six-year 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. In essence, the Monte Carlo methodology calculates the LTIP unit value as a delta from the grant date price of our Class A common stock, based on price volatility, TSR goal difficulty, vesting probability and potential payout. The more difficult the TSR goal, the lower the value assigned to an LTIP unit. For more information, see Note 10 to our 2025 audited financial statements included in our 2025 annual report. EQUITY AWARDS — RETIREMENT AGE Pursuant to the 2024 Equity Plan and our forms of equity award agreement, in the event of a voluntary termination of employment by a grantee following such grantee’s Retirement Eligibility Date (as defined below), any restrictions and conditions on the vesting of any time-based equity award shall lapse and any equity not yet vested shall automatically become fully vested as of such date of termination. The same applies to any earned performance-based equity awards (meaning the performance period has concluded and the earned amount has been determined). In the case of any performance-based equity with a performance period still ongoing as of the termination date, the performance period end date shall be the date of termination and the number of earned LTIP units shall be determined as of such date and pro-rated in accordance with the shortened performance period. “Retirement Eligibility Date” means the later of (i) the date such grantee attains the age of 65 and (ii) the date on which the grantee has first completed ten years of continuous service. In 2024, our CEO, Anthony E. Malkin, agreed to waive this retirement age benefit in all of his existing grant agreements, and all of our NEOs agreed to waive this provision in their 2025 and other future grants. EMPLOYEE BENEFITS Our 401(k) Plan covers eligible employees of the company and any designated affiliate. Our 401(k) Plan permits an eligible employee to defer a percentage of eligible annual compensation, subject to certain limitations imposed by the U.S. Internal Revenue Code of 1986 (the “Code”). The employee’s elective deferrals are immediately vested and non-forfeitable upon contribution to our 401(k) Plan. In order to encourage employee participation, we provide a 401(k)-company match that vests over time — 100% of contributions up to 5% of an employee’s salary. We do not provide our NEOs with a supplemental pension or any other retirement or nonqualified deferred compensation benefits, other than our 401(k) Plan benefits provided generally to our employees. Additionally, for employees that are eligible for our HSA, we offer employer funding. For employees who enroll individually, the company contributes $1,000 per year towards their HSA. For employees who enroll with dependent or family coverage, the company contributes $2,000 per year towards their HSA. PERQUISITES AND OTHER PERSONAL BENEFITS

  47. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following Summary Compensation Table sets forth information concerning the total compensation paid to, earned by or awarded to our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023, respectively.

  48. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Anthony E. Malkin Chairman and Chief Executive Officer | 2025 | 896,923 | 2,161,875 | 9,422,697 | 187,900 | 12,669,394 | | | 2024 | 879,433 | 2,623,500 | 9,514,719 | 173,949 | 13,191,601 | | | 2023 | 849,721 | 1,913,625 | 6,034,573 | 165,505 | 8,963,424 | | Christina Chiu President | 2025 | 774,616 | 1,691,090 | 3,913,885 | 18,500 | 6,398,091 | | | 2024 | 758,366 | 1,969,825 | 3,751,259 | 17,750 | 6,497,200 | | | 2023 | 674,519 | 1,765,625 | 2,228,112 | 17,500 | 4,685,756 | | Thomas P. Durels Executive Vice President, Real Estate | 2025 | 771,609 | 948,840 | 2,984,779 | 19,500 | 4,724,728 | | | 2024 | 756,626 | 1,121,381 | 4,208,957 | 18,250 | 6,105,214 | | | 2023 | 734,327 | 826,875 | 3,150,033 | 18,500 | 4,729,735 | | Stephen V. Horn Executive Vice President, Chief Financial Officer & Chief Accounting Officer | 2025 | 427,885 | 612,315 | 1,007,536 | 19,500 | 2,067,236 | | | 2024 | 399,231 | 398,750 | 619,984 | 18,250 | 1,436,215 |

  49. 2025 Summary Compensation Table

    (1) Salary. For each covered year, the amounts reflect the actual base salaries paid to our NEOs during the covered year. See page 39 for more information. (2) Bonus. NEOs were given the option to receive all or a portion of their 2025 annual incentive bonus (paid in March 2026) in (i) cash, (ii) fully vested LTIP units at 100% of the face amount, or (iii) LTIP units, vesting over a three-year period, at 120% of the face amount (the “Bonus Premium Option”). The amounts included in the “Bonus” column above represent the face amount of the bonus award. The additional value to be received by an NEO who elected the Bonus Premium Option is included as part of the “Stock Awards” column. Each NEO’s election regarding the Bonus Premium Option is shown below, along with the total projected value based on the grant date fair value as computed in accordance with ASC Topic 718. For more information, see “Bonus Election Program” on page 48.

  50. 2025 Summary Compensation Table

    | Named Executive Officer | Year | Face Amount of Bonus Award ($) | Amount of Award Elected to Be Received in Cash at Face Amount (%) | Amount of Award Elected to be Received in Vested LTIP Units at Face Amount (%) | Amount of Award Elected to be Received in Unvested 3-Year Time-Based LTIP Units at 120% of Face Amount (%) | Total Value of the Bonus Award (including 20% Premium, as applicable) ($) | | Anthony E. Malkin | 2025 | 2,161,875 | — | — | 100 | 2,594,246 | | Christina Chiu | 2025 | 1,691,090 | 100 | — | — | 1,691,090 | | Thomas P. Durels | 2025 | 948,840 | 100 | — | — | 948,840 | | Stephen V. Horn | 2025 | 612,315 | 100 | — | — | 612,315 |

  51. 2025 Summary Compensation Table

    Stock Awards. The amounts in this column reflect:

  52. 2025 Summary Compensation Table

    | Named Executive Officer | Year | Bonus Premium Option(a),(c) ($) | Time-based Awards(b),(c) ($) | Performance-based Awards(d) ($) | Total ($) | | Anthony E. Malkin | 2025 | 432,471 | 2,609,994 | 6,380,331 | 9,422,697 | | Christina Chiu | 2025 | — | 1,136,244 | 2,777,640 | 3,913,885 | | Thomas P. Durels | 2025 | — | 866,531 | 2,118,248 | 2,984,779 | | Stephen V. Horn | 2025 | — | 292,508 | 715,027 | 1,007,536 |

  53. 2025 Summary Compensation Table

    Bonus Premium Option. For NEOs who elected the Bonus Premium Option, the “Stock Awards” column includes the difference between the face value of the bonus award and the grant date fair value of the LTIP award received in lieu of cash (120% of the face amount). The grant date fair value of the Bonus Premium Option LTIP unit awards is computed in accordance with ASC Topic 718 at $4.33 per unit for the award issued on March 13, 2026 to Mr. Malkin. (b) Time-based Awards. Each NEO was granted an annual time-based award that vests 25% annually over a 4-year period, in each case subject to continued employment. The grant date fair value of the annual time-based LTIP unit awards is computed in accordance with ASC Topic 718 at $6.72 per unit for the annual awards issued on March 13, 2025, to Messrs. Malkin, Durels and Horn and Ms. Chiu. (c) The grant date 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. Further discussion of the assumptions used in calculating these values can be found under “LTIP Units — Valuation” on page 52 and in Note 10 to our 2025 audited financial statements included in our 2025 annual report. (d) Performance-based Awards. The grant date fair value of the performance-based LTIP unit awards is computed in accordance with ASC Topic 718 at $4.10 per unit for the market-based awards, $5.83 per unit for the operational-based awards, and $6.80 per unit for the sustainability-based awards, in each case issued on March 13, 2025 to Messrs. Malkin, Durels and Horn and Ms. Chiu. For the market-based component of such awards, the grant date fair value of the awards was estimated using a Monte Carlo Simulation model. For the operational-based and sustainability-based components of such awards, the grant date 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. The grant date fair value generally equates to the “Maximum” payout as shown on page 50 under this calculation method based upon the probable outcome of the applicable performance conditions. Further discussion of the assumptions used in calculating these values can be found under “LTIP Units — Valuation” on page 52 and in Note 10 to our 2025 audited financial statements included in our 2025 annual report. The amounts reported in the table above are not necessarily representative of the amounts, if any, that the NEOs may receive upon vesting of these awards. The threshold, target and maximum values used by the Compensation Committee in determining the number of shares subject to performance-based LTIP units granted in 2025 are set forth under “Performance-Based Awards” on page 50. The maximum values of the performance-based LTIP units granted in 2025 (if determined based on stock price on the grant date ($8.00), rather than fair value), assuming that the highest level of performance is achieved, are shown in the table below.

  54. 2025 Summary Compensation Table

    | | Malkin | Chiu | Durels | Horn | | Performance-based, settlement at maximum – 200% ($) | 10,353,256 | 4,507,232 | 3,437,248 | 1,160,264 |

  55. 2025 Summary Compensation Table

    (4) Other Compensation. We provide our NEOs with other benefits that we believe are reasonable, competitive, and consistent with our overall executive compensation program. We match up to 100% of contributions up to 5% of an employee’s salary in 2025 under our 401(k) program in cash. We additionally fund a portion of our employees’ HSA. See “Employee Benefits” on page 53 for more information. Additionally, we provide Mr. Malkin a car and a full-time driver. The amount reported includes the cost to the company for the car and driver for 2025, which was $120,747 for the driver’s salary and bonus and $49,653 for car-related expenses in 2025.

  56. 2025 Summary Compensation Table

    | Named Executive Officer | Year | 401(k) Match ($) | HSA Funding ($) | Driver/Car Expenses ($) | Total ($) | | Anthony E. Malkin | 2025 | 17,500 | — | 170,400 | 187,900 | | Christina Chiu | 2025 | 17,500 | 1,000 | — | 18,500 | | Thomas P. Durels | 2025 | 17,500 | 2,000 | — | 19,500 | | Stephen V. Horn | 2025 | 17,500 | 2,000 | — | 19,500 |

  57. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table discloses the number of plan-based awards granted in 2025 to our NEOs and the grant date fair value of these awards.

  58. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts under Equity Incentive Plan Awards: Number of Performance-Based Shares of Stock or Units | | | All Other Stock Awards: Number of Time-Based Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | Anthony E. Malkin | 3/13/25(1) | — | — | — | 469,182 | 3,148,211 | | | 3/13/25(2) | — | — | — | 388,392 | 2,609,994 | | | 3/13/25(3) | 194,599 | 389,197 | 778,394 | — | 3,191,415 | | | 3/13/25(3) | 82,029 | 164,058 | 328,116 | — | 1,912,916 | | | 3/13/25(3) | 46,912 | 93,824 | 187,647 | — | 1,276,000 | | Christina Chiu | 3/13/25(2) | — | — | — | 169,084 | 1,136,244 | | | 3/13/25(3) | 84,718 | 169,435 | 338,870 | — | 1,389,367 | | | 3/13/25(3) | 35,711 | 71,422 | 142,843 | — | 832,775 | | | 3/13/25(3) | 20,423 | 40,846 | 81,691 | — | 555,499 | | Thomas P. Durels | 3/13/25(1) | — | — | — | 200,547 | 1,345,670 | | | 3/13/25(2) | — | — | — | 128,948 | 866,531 | | | 3/13/25(3) | 64,606 | 129,213 | 258,425 | — | 1,059,543 | | | 3/13/25(3) | 27,233 | 54,467 | 108,933 | — | 635,079 | | | 3/13/25(3) | 15,575 | 31,149 | 62,298 | — | 423,626 | | Stephen V. Horn | 3/13/25(2) | — | — | — | 43,528 | 292,508 | | | 3/13/25(3) | 21,808 | 43,617 | 87,233 | — | 357,655 | | | 3/13/25(3) | 9,193 | 18,386 | 36,771 | — | 214,375 | | | 3/13/25(3) | 5,257 | 10,515 | 21,029 | — | 142,997 |

  59. 2025 Grants of Plan-Based Awards

    (1) Bonus Election Program. NEOs were given the option to receive all or a portion of their 2024 annual incentive bonus (paid in Q1 2025) in (i) cash, (ii) fully vested LTIP units at 100% of the face amount, or (iii) LTIP units, vesting over a three-year period, at 120% of the face amount (the “Bonus Premium Option”). (a) The number of LTIP units indicated in the table above represents 120% of the face amount of the bonus for Messrs. Malkin and Durels who each elected the Bonus Premium Option for 2024. These LTIP units vest 33.3% on each of the three anniversaries of January 1, 2025, in each case subject to continued employment. (b) The grant date fair value of the LTIP unit awards is computed in accordance with ASC Topic 718 at $6.71 per unit for Messrs. Malkin and Durels, based on a grant date of March 13, 2025. The grant date 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. Further discussion of the assumptions used in calculating these values can be found under “LTIP Units — Valuation” on page 52 and in Note 10 to our 2025 audited financial statements included in our 2025 annual report. (c) In accordance with SEC disclosure rules, the grant date fair value of the Bonus Premium Option LTIP unit awards granted in 2026 with respect to 2025 performance will be included in the 2026 Grants of Plan-Based Awards Table. (2) Annual Time-Based LTIP Unit Awards. Represents time-based LTIP units granted to each NEO pursuant to our 2024 Equity Plan. (a) These time-based LTIP units vest 25% on each of the first four anniversaries of January 1, 2025, in each case subject to continued employment. (b) The grant date fair value of the time-based LTIP unit awards is computed in accordance with ASC Topic 718 at $6.72 per unit for Messrs. Malkin, Durels and Horn and Ms. Chiu, based on a grant date of March 13, 2025. Further discussion of the assumptions used in calculating these values can be found under “LTIP Units — Valuation” on page 52 and in Note 10 to our 2025 audited financial statements included in our 2025 annual report. 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. (3) Annual Performance-Based LTIP Unit Awards. Represents performance-based LTIP units granted pursuant to our 2024 Equity Plan based on threshold, target and maximum amounts. (a) The number of performance-based LTIP units that vest may range from none to the maximum amount, as shown in the table. Within such range, an interpolated amount would be applied if results fall between such threshold, target and maximum measures. Performance-based LTIP units granted on March 13, 2025, to each of Messrs. Malkin, Durels and Horn and Ms. Chiu will be earned based on the company’s performance metrics over a three-year performance period that commenced on January 1, 2025 and concludes on December 31, 2027. Any earned performance-based LTIP units will then vest 50% on January 1, 2028 following the end of the three-year performance period, and 50% on December 31, 2028, in each case, conditioned on continued employment through the applicable vesting date. The grant date fair value of the performance-based LTIP unit awards is computed in accordance with ASC Topic 718 at the following per unit amounts for the awards to Messrs. Malkin, Durels and Horn and Ms. Chiu.

  60. 2025 Grants of Plan-Based Awards

    | | ($ per unit) | | Market-based Component | 4.10 | | Operational-based Component | 5.83 | | Sustainability-based Component | 6.80 |

  61. 2025 Grants of Plan-Based Awards

    For the market-based components of such awards, the fair value of the awards was estimated using a Monte Carlo Simulation model. For the operational-based and sustainability-based components of such awards, 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. Further discussion of the assumptions used in calculating these values can be found under “LTIP Units — Valuation” on page 52 and in Note 10 to our 2025 audited financial statements included in our 2025 annual report.

  62. 2025 Outstanding Equity Awards at Fiscal Year End

    2025 Outstanding Equity Awards at Fiscal Year End The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2025.

  63. 2025 Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | | Time-based Shares or Units(1) | | Performance-based Shares or Units(2) | | | Name | Equity Incentive Plan Awards: Number of Time-based Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Time-based Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Performance-based Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Performance-based Shares or Units That Have Not Vested ($) | | Anthony E. Malkin | 1,591,159 | 10,374,357 | 1,609,692 | 10,495,192 | | Christina Chiu | 504,920 | 3,292,078 | 620,356 | 4,044,721 | | Thomas P. Durels | 741,628 | 4,835,415 | 632,377 | 4,123,101 | | Stephen V. Horn | 105,130 | 685,448 | 120,474 | 785,492 |

  64. 2025 Outstanding Equity Awards at Fiscal Year End

    (1) Time-based Shares or Units. (a) Includes the following LTIP units granted to our NEOs, which vested/will vest on the dates set forth below, subject to continued employment: (i) To Ms. Chiu on March 15, 2021, that vests 30% on January 1, 2024 and 2025, and 40% on January 1, 2026; and (ii) To each of Messrs. Malkin, Durels and Horn and Ms. Chiu on March 15, 2022, that vest 25% on January 1, 2023, 2024, 2025 and 2026; (iii) To Ms. Chiu on March 15, 2022, that vests 30% on January 2025 and 2026, and 40% on January 1, 2027. (iv) To each of Messrs. Malkin, Durels and Horn and Ms. Chiu on March 13, 2023, that vest 25% on January 1, 2024, 2025, 2026 and 2027. (v) To each of Messrs. Malkin and Durels on March 13, 2023, that vest 33.33% on January 1, 2024, 2025 and 2026. (vi) To Mr. Horn on March 13, 2023, that vests 30% on January 2026 and 2027, and 40% on January 1, 2028. (vii) To each of Messrs. Malkin, Durels and Horn and Ms. Chiu on March 13, 2024, that vest 25% on January 1, 2025, 2026, 2027 and 2028. (viii) To each of Messrs. Malkin and Durels on March 13, 2024, that vest 33.33% on January 1, 2025, 2026 and 2027. (ix) To Ms. Chiu on March 13, 2024, that vests 25% on January 1, 2025, 2026, 2027 and 2028. (x) To Mr. Durels on March 13, 2024, that vests 100% on June 30, 2027. (xi) To each of Messrs. Malkin and Durels on March 13, 2025, that vest 33.33% on January 1, 2026, 2027 and 2028. (xii) To each of Messrs. Malkin, Durels and Horn and Ms. Chiu on March 13, 2025, that vest 25% on January 1, 2026, 2027, 2028 and 2029. (b) Market value calculated assuming that the value of an LTIP unit on December 31, 2025 was equal to $6.52, which was the closing price of a share of our Class A common stock on December 31, 2025. (2) Performance-based Shares or Units. (a) Includes the following LTIP units granted to our NEOs: (i) To each of Messrs. Malkin, Durels and Horn and Ms. Chiu on March 13, 2023, as shown in the chart above at the earned amount of the performance criteria described on page 50 for a three-year performance period commencing on January 1, 2023, and vest 50% on January 1, 2026 following the end of the three-year performance period, and 50% on December 31, 2026; and (ii) To each of Messrs. Malkin, Durels and Horn and Ms. Chiu on March 13, 2024, as shown in the chart above at the target amount of the performance criteria described on page 50 for a three-year performance period commencing on January 1, 2024, and vest 50% on January 1, 2027 following the end of the three-year performance period, and 50% on December 31, 2027. The number of units ultimately earned may range from 0% to 200% of target based on achievement of specified performance criteria. (iii) To each of Messrs. Malkin, Durels and Horn and Ms. Chiu on March 13, 2025, as shown in the chart above at the target amount of the performance criteria described on page 50 for a three-year performance period commencing on January 1, 2025, and vest 50% on January 1, 2028 following the end of the three-year performance period, and 50% on December 31, 2028. The number of units ultimately earned may range from 0% to 200% of target based on achievement of specified performance criteria. Market value calculated assuming that the value of an LTIP unit on December 31, 2025 was equal to $6.52, which was the closing price of a share of our Class A common stock on December 31, 2025.

  65. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth certain information regarding LTIP units that vested in 2025 for the NEOs. No other equity awards held by our NEOs were vested or exercised in 2025.

  66. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares or Units Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Anthony E. Malkin | 1,117,398 | 10,407,504 | | Christina Chiu | 354,750 | 3,352,755 | | Thomas P. Durels | 482,456 | 4,493,253 | | Stephen V. Horn | 26,883 | 244,673 |

  67. 2025 Option Exercises and Stock Vested

    (1) Number of Shares or Units Acquired on Vesting. Represents the aggregate number of LTIP units that vested in 2025, which includes the following:

  68. 2025 Option Exercises and Stock Vested

    | | Bonus Election Program(a) | | Time-Based LTIP Unit Awards | | Performance-Based LTIP Unit Awards | | Total Units | | | | No. of Units | Value ($) | No. of Units | Value ($) | No. of Units | Value ($) | No. of Units | Value ($) | | Anthony E. Malkin | 271,735 | 2,804,305 | 254,064 | 2,621,935 | 591,599 | 4,981,264 | 1,117,398 | 10,407,504 | | Christina Chiu | 34,108 | 351,995 | 158,400 | 1,634,683 | 162,242 | 1,366,078 | 354,750 | 3,352,755 | | Thomas P. Durels | 118,254 | 1,220,381 | 108,573 | 1,120,476 | 255,629 | 2,152,396 | 482,456 | 4,493,253 | | Stephen V. Horn | N/A | N/A | 9,644 | 99,521 | 17,239 | 145,152 | 26,883 | 244,673 |

  69. 2025 Option Exercises and Stock Vested

    (a) NEOs were given the option to receive all or a portion of their 2022, 2023 and 2024 annual incentive bonus (paid in Q1 of the following year) in (i) cash, (ii) fully vested LTIP units at 100% of the face amount, or (iii) LTIP units, vesting over a three-year period, at a 120% premium over the face amount. Messrs. Malkin and Durels elected option (iii) for all three years, and this column represents the vesting of their 2022, 2023 and 2024 annual bonuses, as applicable on the three-year vest cycle. (2) Value Realized on Vesting. The value realized on vesting of the LTIP units is the product of (i) the closing price on the NYSE of a share of Class A common stock on the vesting date (or, if the vesting date was not a trading day, the immediately preceding trading day), multiplied by (ii) the number of LTIP units vesting. In each case, the value realized is before payment of any applicable taxes and brokerage commissions, if any.

  70. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio We are required by SEC rules to disclose the annual total compensation of our CEO, the annual total compensation of our median employee excluding our CEO, and the ratio of annual total compensation of our CEO to the annual total compensation of our median employee. The following table provides information, based on our reasonable estimates, about the relationship between the annual total compensation of our CEO and the annual total compensation of our median employee as of December 31, 2025.

  71. 2025 CEO Pay Ratio

    | Median Employee Annual Total Compensation | Current CEO Annual Total Compensation | Pay Ratio (CEO: Median Employee) | | $74,545 | $12,669,394 | 170:1 |

  72. 2025 CEO Pay Ratio

    We determined our median employee, as of December 31, 2025, based on total cash compensation of each of our then active employees (excluding the CEO), comprised of 235 managers and professionals and 407 members covered by collective bargaining agreements who are typically focused on the operations and maintenance of our properties. In determining the median employee, we annualized total cash compensation for permanent employees who worked less than a full year, but not for temporary or part-time workers including seasonal employees. The annual total compensation for 2025 of our median employee, a custodial employee, was $74,545, calculated in accordance with SEC rules. As disclosed in the 2025 Summary Compensation Table appearing on page 58, our CEO’s annual total compensation for 2025 was $12,669,394. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 170:1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  73. 2025 Pay Versus Performance

    2025 Pay Versus Performance The Pay Versus Performance Table below discloses the relationship between the compensation actually paid to our NEOs and the company’s financial performance during the year ended December 31, 2025.

  74. 2025 Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | ESRT Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return (NAREIT Office)(5) ($) | Net Income (Loss) (in thousands) ($) | Core FFO Per Share(6) ($) | | 2025 | 12,669,394 | 2,656,378 | 4,396,685 | 1,078,047 | 75.69 | 81.14 | 72,980 | 0.87 | | 2024 | 13,191,601 | 17,603,573 | 4,679,543 | 6,029,418 | 117.69 | 94.34 | 80,359 | 0.95 | | 2023 | 8,963,424 | 20,787,135 | 4,707,746 | 9,158,021 | 108.98 | 77.65 | 84,407 | 0.93 | | 2022 | 8,392,821 | 6,473,345 | 3,420,528 | 2,733,802 | 74.46 | 76.10 | 63,212 | 0.90 | | 2021 | 7,920,132 | 1,265,781 | 3,080,479 | 1,421,646 | 96.47 | 122.00 | (13,037) | 0.70 |

  75. 2025 Pay Versus Performance

    (1) Summary Compensation Table Total for PEO — The amounts in this column are the amounts of total compensation reported in the “Total” column of the Summary Compensation Table for Mr. Malkin, our Chairman and CEO, for the covered years. (2) Compensation Actually Paid to PEO — The amounts in this column represent “compensation actually paid” to Mr. Malkin. To calculate “compensation actually paid” we are required by SEC rules to include various adjustments to the amounts that have been reported in the “Total” column of the Summary Compensation Table for 2025 and previous years. Each of the amounts deducted and added to the amount reported in the “Total” column of the Summary Compensation table for Mr. Malkin for the applicable year are described in the columns of the below two tables:

  76. 2025 Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Grant Date Fair Value of Equity Awards Granted During Applicable Year(a) ($) | Total Equity Award Adjustments for PEO(b) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 12,669,394 | (9,422,697) | (590,320) | 2,656,378 | | 2024 | 13,191,601 | (9,514,719) | 13,926,691 | 17,603,573 | | 2023 | 8,963,424 | (6,034,573) | 17,858,284 | 20,787,135 | | 2022 | 8,392,821 | (5,946,860) | 4,027,384 | 6,473,345 | | 2021 | 7,920,132 | (5,751,405) | (902,946) | 1,265,781 |

  77. 2025 Pay Versus Performance

    (a) Represents the grant date fair value of the equity awards to our PEO, as reported in the “Stock Award” column in the Summary Compensation Table for each applicable year. Represents the year-over-year change in the fair value of equity awards to our PEO, as itemized in the table below. No awards vested in the year they were granted. These amounts include performance-based awards, the fair value of which assumes achievement of maximum performance.

  78. 2025 Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted During Applicable Year ($) | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Un-vested as of Year End ($) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | Fair Value of Stock Awards Forfeited during the Covered Year ($) | Dollar Value of Dividends and Dividend Equivalent Rights Paid on Unvested Equity Awards During Applicable Year(i) ($) | Total Equity Award Adjustments ($) | | 2025 | 8,369,753 | (7,351,056) | 266,534 | (2,551,478) | 675,927 | (590,320) | | 2024 | 11,504,558 | 2,176,833 | 165,423 | (158,508) | 238,384 | 13,926,691 | | 2023 | 10,881,823 | 6,185,528 | 852,103 | (269,900) | 208,730 | 17,858,284 | | 2022 | 5,300,490 | (212,271) | (427,668) | (778,468) | 145,322 | 4,027,384 | | 2021 | 4,500,590 | (4,210,372) | 308,662 | (1,637,942) | 136,116 | (902,946) |

  79. 2025 Pay Versus Performance

    Represents dividends paid or accrued on stock awards prior to the vesting date(s) that are not otherwise reflected in the Compensation Actually Paid to PEO column. (3) Average Summary Compensation Table Total for Non-PEO NEOs — The amounts in this column are the average amounts of total compensation reported in the “Total” column of the Summary Compensation Table for our NEOs other than Mr. Malkin for the covered years. For 2024 and 2025, our NEOs other than Mr. Malkin were Ms. Chiu and Messrs. Durels and Horn. For 2023, our NEOs other than Mr. Malkin were Ms. Chiu and Mr. Durels. For 2022 and 2021, our NEOs other than Mr. Malkin were Ms. Chiu and Messrs. Durels and Thomas N. Keltner, Jr., our former general counsel. (4) Average Compensation Actually Paid to Non-PEO NEOs — The amounts in this column represent “compensation actually paid” to the Non-PEO NEOs. To calculate “compensation actually paid”, we are required by SEC rules to include various adjustments to the amounts that have been reported in the “Total” column of the Summary Compensation Table for 2025 and previous years. Each of the amounts deducted and added to the average amount reported in the “Total” column of the Summary Compensation Table for the Non-PEO NEOs for the applicable year are described in the columns of the below two tables:

  80. 2025 Pay Versus Performance

    | Year(a) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Grant Date Fair Value of Equity Awards Granted During Applicable Year(b) ($) | Average Equity Award Adjustments for Non-PEO NEOs(c) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 4,396,685 | (2,635,400) | (683,238) | 1,078,047 | | 2024 | 4,679,543 | (2,860,066) | 4,209,942 | 6,029,418 | | 2023 | 4,707,746 | (2,689,072) | 7,139,348 | 9,158,021 | | 2022 | 3,420,528 | (2,194,365) | 1,507,639 | 2,733,802 | | 2021 | 3,080,479 | (1,962,617) | 303,783 | 1,421,646 |

  81. 2025 Pay Versus Performance

    (a) For 2025, our NEOs other than Mr. Malkin were Ms. Chiu and Messrs. Durels and Horn. For 2023, our NEOs other than Mr. Malkin were Ms. Chiu and Mr. Durels. For 2022 and 2021, our NEOs other than Mr. Malkin were Ms. Chiu and Messrs. Durels and Keltner. (b) Represents the average grant date fair value of the equity awards to our Non-PEO NEOs, based on the average of the amounts reported for the Non-PEO NEOs in the “Stock Award” column in the Summary Compensation Table for each applicable year. (c) Represents the average year-over-year change in the fair value of equity awards to our Non-PEO NEOs, as itemized in the table below. These amounts include performance-based awards, the fair value of which assumes achievement of maximum performance.

  82. 2025 Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted During Applicable Year ($) | Average Change in Fair Value as of Year End of Any Prior Year Awards that Remain Un-vested as of Year End ($) | Average Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Fair Value of Stock Awards Forfeited during the Covered Year ($) | Average Dollar Value of Dividends and Dividend Equivalent Rights Paid on Unvested Equity Awards During Applicable Year(i) ($) | Average Total Equity Award Adjustments ($) | | 2025 | 2,081,681 | (2,208,525) | 65,629 | — | (811,709) | 189,686 | (683,238) | | 2024 | 3,187,723 | 639,512 | 348,318 | — | (38,864) | 73,252 | 4,209,942 | | 2023 | 4,423,152 | 2,267,573 | 456,660 | — | (93,325) | 85,289 | 7,139,348 | | 2022 | 1,560,034 | (178,152) | 172,673 | 384,946 | (469,959) | 38,097 | 1,507,639 | | 2021 | 1,446,771 | (928,143) | 74,984 | — | (325,478) | 35,649 | 303,783 |

  83. 2025 Pay Versus Performance

    Represents the average dividends paid or accrued on stock awards prior to the vesting date(s) that are not otherwise reflected in the Average Compensation Actually Paid to the Non-PEO NEOs column. (5) The amounts in these columns represent cumulative total return on our Class A common stock and the Nareit Office Index, assuming $100 fixed invested on December 31, 2020, with reinvestment of dividends before consideration of income taxes and without the payment of any commissions. (6) See page 100 for a reconciliation of Core FFO per Share to the most directly comparable GAAP measure. RELATIONSHIP BETWEEN EXECUTIVE COMPENSATION ACTUALLY PAID AND TSR, NET INCOME AND CORE FFO PER SHARE OTHER FINANCIAL PERFORMANCE MEASURES The following measures represent the most important financial performance measures used by the company to link compensation actually paid to that of our NEOs to company performance, each as described more fully on pages 41 and 49: ◗ Relative TSR (Nareit Office Index) ◗ Core FFO per share ◗ Same-store cash NOI (excluding Observatory) ◗ G&A expense as a percentage of revenues ◗ Net debt to Adj. EBITDA In addition to financial results for these measures that are reported in accordance with GAAP, we report certain measures on a non-GAAP basis. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may differ from the non-GAAP financial measures used by other companies. Please see page 99 a reconciliation of non-GAAP measures to the most directly comparable GAAP measure.

  84. Potential Payments Upon Termination

    Potential Payments Upon Termination As set forth in “Employment Agreements and Severance Agreements”, our NEOs will be entitled to certain compensation and benefits in the event of termination of employment. Assuming a termination of employment and change in control (if applicable) occurred on December 31, 2025, and a price per share of our common stock on the date of termination of $6.52 (the closing price of our Class A common stock on the NYSE on December 31, 2025), the amount of compensation (other than accrued but unpaid compensation) that would have been payable to each NEO in each situation is listed in the table below.

  85. Potential Payments Upon Termination

    | Name | Severance ($) | Cash Bonus(1) ($) | Continued Medical Benefits ($) | Retention Bonus ($) | Unvested Time-Based LTIP Units(2) ($) | Unvested Performance- Based LTIP Units(3) ($) | Total(4) ($) | | Anthony E. Malkin | | | | | | | | | Involuntary Termination Without Cause or Resignation for Good Reason | 6,226,000 | 2,161,875 | 41,325 | 1,000,000 | 10,374,357 | 10,495,192 | 30,298,749 | | Involuntary Termination Without Cause or Resignation for Good Reason Following Change in Control | 9,339,000 | 2,161,875 | 41,325 | 1,000,000 | 10,374,357 | 10,495,192 | 33,411,749 | | Death or Disability | — | 2,161,875 | — | — | 10,374,357 | 10,495,192 | 23,031,424 | | Termination for Cause | — | — | — | — | — | — | — | | Resignation or Non-Renewal of Employment Contract | — | 2,161,875 | — | — | — | — | 2,161,875 | | Retirement | — | — | — | — | — | — | — | | Christina Chiu | | | | | | | | | Involuntary Termination Without Cause or Resignation for Good Reason | 4,804,361 | 1,691,090 | 19,000 | 750,000 | 3,292,078 | 4,044,395 | 14,600,924 | | Involuntary Termination Without Cause or Resignation for Good Reason Following Change in Control | 7,206,541 | 1,691,090 | 19,000 | 750,000 | 3,292,078 | 4,044,395 | 17,003,104 | | Death or Disability | — | 1,691,090 | — | — | 3,292,078 | 4,044,395 | 9,027,563 | | Termination for Cause | — | — | — | — | — | — | — | | Resignation or Non-Renewal of Employment Contract | — | 1,691,090 | — | — | — | — | 1,691,090 | | Retirement | — | — | — | — | — | — | — | | Thomas P. Durels | | | | | | | | | Involuntary Termination Without Cause or Resignation for Good Reason | 1,135,575(5) | 2,368,309(7) | — | — | 6,929,490(8) | 4,123,206 | 14,556,580 | | Involuntary Termination Without Cause or Resignation for Good Reason Following Change in Control | 4,581,073(6) | 2,368,309(7) | 36,047 | — | 6,929,490(8) | 4,123,206 | 18,038,125 | | Death or Disability | — | | | — | 4,835,415 | 4,123,206 | 8,958,621 | | Termination for Cause | — | — | — | — | — | — | — | | Resignation or Non-Renewal of Employment Contract | — | — | — | — | — | — | — | | Retirement | — | — | — | — | — | — | — | | Stephen V. Horn | | | | | | | | | Involuntary Termination Without Cause or Resignation for Good Reason | — | — | — | — | 685,448 | 785,505 | 1,470,953 | | Involuntary Termination Without Cause or Resignation for Good Reason Following Change in Control | 1,644,044 | 612,315 | 56,649 | — | 685,448 | 785,505 | 3,783,961 | | Death or Disability | | | | — | 685,448 | 785,505 | 1,470,953 | | Termination for Cause | — | — | — | — | — | — | — | | Resignation or Non-Renewal of Employment Contract | — | — | — | — | — | — | — | | Retirement | — | — | — | — | — | — | — |

  86. Potential Payments Upon Termination

    (1) For purposes of this table, the amount of the cash bonus component of severance equals the face amount of the annual incentive bonus awarded to each NEO with respect to 2025 (paid in 2026). For more detail on bonus elections, see “Bonus Election Program” on page 48. (2) Calculated assuming that the value of an LTIP unit on December 31, 2025 was equal to the $6.52 closing price of a share of our Class A common stock on December 31, 2025. Further discussion of the assumptions used in calculating these values can be found under “LTIP Units — Valuation” on page 52, herein, and in Note 10 to our 2025 audited financial statements included in our 2025 annual report. (3) Calculated based on the number of unvested performance-based LTIP units that were estimated to have been earned at December 31, 2025. As of December 31, 2025, none of our NEOs were retirement eligible with respect to outstanding and unvested equity awards as of such date. According to Mr. Malkin’s employment agreement and Ms. Chiu’s employment agreement and the change in control severance agreements of Messrs. Durels and Horn, if any payments or benefits to be paid or provided to such individual would be subject to “golden parachute” excise taxes under Section 280G of the Code, such individual’s payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater net after-tax receipt for the NEO. Severance amount includes unpaid base salary through June 30, 2027 per Transition Agreement. (6) Severance amount includes unpaid base salary through June 30, 2027 per Transition Agreement, plus severance amount per Severance Agreement. (7) Bonus amount includes 2025 earned bonus amount of $948,840, plus 2026 bonus estimated at maximum amount of $1,135,575 and 2027 bonus of 283,894, each per his Transition Agreement. Unvested time-based LTIP units includes unvested portion of existing awards plus 2026 and 2027 equity awards of $1,396,050 and $698,025, respectively, per his Transition Agreement.

  87. Director Nominees (Proxy Access)

    Director Nominees (Proxy Access) Our proxy access bylaw permits a shareholder (or a group of no more than 20 shareholders) owning at least 3% of the aggregate of the issued and outstanding shares of common stock of the company continuously for at least the prior three (3) years to nominate and include in the company’s proxy materials director nominees constituting up to 20% of the number of directors then in office, if the nominating shareholder(s) and the nominee(s) satisfy the requirements specified in our bylaws. In order for an eligible shareholder or group of shareholders to nominate a director nominee for election at the 2027 annual shareholders meeting pursuant to the proxy access provision of our bylaws, notice of such nomination and other required information must be received in writing by the company’s Secretary, Empire State Realty Trust, Inc., 111 West 33rd Street, 12th Floor, New York, New York 10120 on or after November 3, 2026 and prior to 5:00 p.m. (Eastern Time) on December 3, 2026, unless the 2027 annual shareholders meeting is scheduled to take place before April 14, 2027 or after June 13, 2027. Our bylaws state that such notice and other required information must be received by the company’s Secretary not earlier than the 150th day nor later than 5:00 p.m. (Eastern Time) on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m. (Eastern Time) on the later of the 120th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In addition, our bylaws require the eligible shareholder or group of shareholders to update and supplement such information (or provide notice stating that there are no updates or supplements) as of specified dates.