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What changed in Empire State Realty OP, L.P.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Empire State Realty OP, L.P.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+275 added−312 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-28)

Top changes in Empire State Realty OP, L.P.'s 2025 10-K

275 paragraphs added · 312 removed · 206 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

40 edited+8 added−36 removed39 unchanged
Biggest changeWe may discontinue certain insurance coverage on some or all of our properties in the future if the cost of premiums for any of these policies in our judgment exceeds the value of the coverage discounted for the risk of loss. Additionally, we do not carry insurance for certain losses, including, but not limited to, losses caused by war.
Biggest changeWe do not carry insurance for certain losses (including losses caused by war), and business interruption insurance for pandemic-level or other public health events may not be available on commercially acceptable terms. We may modify or discontinue certain coverage if, in our judgment, the cost of coverage exceeds the value of the coverage relative to the risk of loss.
See "Risk Factors — We may incur significant costs to comply with environmental laws, and environmental contamination may impair our ability to lease and/or sell real estate" for more information.
See "Risk Factors — We may incur significant costs to comply with environmental laws, and environmental contamination may impair our ability to lease and/or sell real estate" for more information.
We do not consider the balance of our business to be subject to material seasonal fluctuations. 8 Leasing Trend Fluctuations Due to the relatively small number of leases that are signed in any particular quarter, one or more larger leases may have a disproportionately positive or negative impact on average rent, tenant improvement and leasing commission costs for that period.
We do not consider the balance of our business to be subject to material seasonal fluctuations. Leasing Trend Fluctuations Due to the relatively small number of leases that are signed in any particular quarter, one or more larger leases may have a disproportionately positive or negative impact on average rent, tenant improvement and leasing commission costs for that period.
If our competitors offer space at rental rates below current market rates, below the rental rates we currently charge our tenants, in better locations within our markets or in higher quality facilities, we may lose potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire.
If our competitors offer space at rental rates below current 6 market rates, below the rental rates we currently charge our tenants, in better locations within our markets or in higher quality facilities, we may lose potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire.
To reward and reinforce participation in the Company’s outcomes, we also make equity grants to employees. We regularly review our compensation and benefits against our peers and the industry to remain competitive. We strive to attract, hire and retain candidates who meet our high standards.
To reward and reinforce participation in the Company’s outcomes, we also make equity grants to employees. We regularly review our compensation and benefits against our peers and the industry to remain competitive. 7 We strive to attract, hire and retain candidates who meet our high standards.
Enhance Shareholder Value We enhance shareholder value primarily through the execution of our priorities to lease space, sell tickets to the Observatory, manage our balance sheet, and achieve our sustainability goals. We are diversified and we believe we benefit from New York City’s rebound from our office, Observatory, retail, and multifamily exposure in the city.
Enhance Shareholder Value We enhance shareholder value primarily through the execution of our priorities to lease space, sell tickets to the Observatory, manage our balance sheet, and achieve our sustainability goals. We are diversified and we believe we benefit from New York City’s strength from our office, Observatory, retail, and multifamily exposure in the city.
Achieve Sustainability Goals We are recognized as a leader in the real estate industry in sustainability, and we focus on net zero emissions, energy efficiency, water use reduction, waste reduction, indoor environmental quality, and healthy buildings.
Achieve Sustainability Goals We are recognized as a leader in the real estate industry in sustainability, and we focus on energy efficiency, emissions reduction, water use reduction, waste reduction, indoor environmental quality, and healthy buildings.
We have pioneered 4 certain practices to achieve emissions reduction and energy efficiency, including those described in our Empire Building Playbook, a free guide that we published in partnership with the New York State Energy Research Development Authority and the Clinton Global Initiative, for existing large commercial and multifamily buildings to follow our lead and develop a technical and economic pathway to achieve net zero carbon reduction with a proven payback.
We have pioneered certain practices to achieve emissions reduction and energy efficiency, including those described in our Empire Building Playbook, a free guide that we published in partnership with the New York State Energy Research Development Authority and the Clinton Global Initiative, for existing large commercial and multifamily buildings to follow our lead and develop a technical 4 and economic pathway to achieve energy savings with a proven payback.
We have also completed the disposition of non-core assets in our greater New York metropolitan area portfolio, including office assets in Stamford, CT, Norwalk, CT, White Plains, NY, and Harrison, NY, and retail assets in Westport, CT. See ITEM 2. Properties for more information.
We have also completed the disposition of non-core assets in the New York metropolitan area, including office assets in Stamford, CT, Norwalk, CT, White Plains, NY, and Harrison, NY, and retail assets in Westport, CT. See ITEM 2. Properties for more information.
The SEC maintains an Internet site ( http://www.sec.gov ) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 9
The SEC maintains an Internet site ( http://www.sec.gov ) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 8
We believe our public recognition demonstrates the strength of our program. We were Great Place to Work-Certified in both 2023 and 2024. Offices Our principal executive offices are located at 111 West 33rd Street, 12th floor, New York, New York 10120. We also have additional regional leasing and property management offices in Manhattan and Stamford, Connecticut.
We believe our public recognition demonstrates the strength of our program. We were Great Place to Work-Certified in 2023, 2024 and 2025. Offices Our principal executive offices are located at 111 West 33rd Street, 12th floor, New York, New York 10120. We also have additional regional leasing and property management offices in Manhattan.
See "Risk Factors — Government housing regulations may limit opportunities at the multifamily properties in which we invest, and failure to comply with resident qualification requirements may result in financial penalties or loss of benefits" for more information.
See "Risk Factors — Government housing regulations may limit opportunities at the multifamily properties in which we invest, and failure to comply with resident qualification requirements or to extend such programs upon expiration may result in financial penalties or loss of benefits" for more information.
We enhanced health and safety protocols, improved marketing and cross-promotional activities to increase brand awareness, and managed expenses prudently. Our efforts have resulted in strong performance from our Observatory and we experienced continued improvement in Observatory revenue and operating income throughout 2024.
We enhanced health and safety protocols, improved marketing and cross-promotional activities to increase brand awareness, and managed expenses prudently. Our efforts resulted in strong performance from our Observatory and we experienced improvement in Observatory revenue and operating income from 2021 through 2024.
Leasing commission costs are similarly subject to significant fluctuations depending upon the length of leases being signed and the mix of tenants from quarter to quarter. Human Capital Management As of December 31, 2024, we employed 667 people, of whom approximately 429 are covered by collective bargaining agreements.
Leasing commission costs are similarly subject to significant fluctuations depending upon the length of leases being signed and the mix of tenants from quarter to quarter. Human Capital Management As of December 31, 2025, we employed 642 people, of whom approximately 407 are covered by collective bargaining agreements.
In addition, some of our properties have previously been used by former owners or tenants for commercial or industrial activities, e.g., gas stations and dry cleaners, and a portion of the Metro Tower site is currently used for automobile parking and was formerly leased to a fueling facility that may release petroleum products or other hazardous or toxic substances at such properties or to surrounding properties.
In addition, some of our properties have previously been used by former owners or tenants for commercial or industrial activities, e.g., gas stations and dry cleaners, and a portion of the Metro Tower site, the undeveloped parcel we own adjacent to our recently sold Metro Center asset, is currently used for automobile parking and was formerly leased to a fueling facility that may release petroleum products or other hazardous or toxic substances at such properties or to surrounding properties.
In December 2019, we completed the Observatory’s comprehensive multi-year reimagination and redevelopment. In 2020, we reprogrammed our Observatory business to operate by reservations only, created a new focus on customer experience and reduction of crowds and lines, with an emphasis on growing revenue per visitor, and matched our hours of operation to the reservations demand to manage expenses.
In 2020, we reprogrammed our Observatory business to operate by reservations only, created a new focus on customer experience and reduction of crowds and lines, with an emphasis on growing revenue per visitor, and matched our hours of operation to the reservations demand to manage expenses.
We compete with numerous acquirers, developers, owners and operators of commercial real estate, many of which own or may seek to acquire or develop properties similar to ours in the same markets in which our properties are located.
Competition The leasing of real estate is highly competitive in New York City where we operate. We compete with numerous acquirers, developers, owners and operators of commercial real estate, many of which own or may seek to acquire or develop properties similar to ours in the same markets in which our properties are located.
As of December 31, 2024, ESRT owned approximately 61.1% of our operating partnership units.
As of December 31, 2025, ESRT owned approximately 61.4% of our operating partnership units.
The quality of our commercial portfolio contributed to a strong leasing year in 2024; we leased 1,324,824 square feet of space, including "Early Renewals" which are leases signed over two years prior to the lease expiration, and made meaningful absorption progress with a 130 basis point increase to 89.0% in Manhattan office occupancy, excluding storage and broadcasting and a 160 basis point increase to 94.2% in Manhattan leased rate throughout the year.
The quality of our commercial portfolio contributed to a strong leasing year in 2025; we leased 1,009,009 square feet of space, including "Early Renewals" which are leases signed over two years prior to the lease expiration, and made meaningful absorption progress with a 90 basis point increase to 89.9% in Manhattan office occupancy, excluding properties under redevelopment, storage and broadcasting.
We were organized as a Delaware limited partnership on November 28, 2011, and commenced operations upon completion of the initial public offering of ESRT’s Class A common stock and related formation transactions on October 7, 2013 (the "IPO").
Additionally, we have entitled land in Stamford, Connecticut that can support the development of either office or residential per local zoning. We were organized as a Delaware limited partnership on November 28, 2011 and commenced operations upon completion of the initial public offering of ESRT’s Class A common stock and related formation transactions on October 7, 2013 (the "Offering").
We carry additional all-risk property and business insurance, which includes terrorism insurance, on the Empire State Building through ESRT Captive Insurance Company L.L.C., or ESRT Captive Insurance, our wholly owned captive insurance company.
Insurance We maintain additional property, business interruption and terrorism coverage for the Empire State Building through ESRT Captive Insurance Company L.L.C., our wholly owned captive insurance subsidiary.
Additionally, the Empire State Building Observatory was declared the #1 Attraction in the World - and the #1 Attraction in the U.S. for the third consecutive year – in Tripadvisor’s 2024 Travelers’ Choice Awards: Best of the Best Things to Do.
Additionally, the Empire State Building Observatory was ranked the #1 Top Attraction in New York City for the fourth consecutive year in Tripadvisor's 2025 Travelers' Choice Awards: Best of the Best Things to Do.
We proactively manage our office properties and rent rolls to create efficient, modern, pre-built offices that can be rented through several lease cycles and attract high credit-quality tenants. We manage and control operating expenses at all of our properties. In addition, we have made energy efficiency retrofitting and sustainability a portfolio-wide initiative driven by economic return.
We self-manage all of our office and retail properties, and we use a third-party property manager to manage our multifamily properties. We proactively manage our office properties and rent rolls to create efficient, modern, pre-built offices that can be rented through several lease cycles and attract high credit-quality tenants. We manage and control operating expenses at all of our properties.
If ESRT fails to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, ESRT will be subject to U.S. federal income tax at regular corporate rates and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which it lost its REIT qualification.
If ESRT fails to qualify as a REIT in any taxable year and do not qualify for certain available relief provisions, it would be subject to U.S. federal corporate income tax and could be precluded from re-electing REIT status for four taxable years following the year of disqualification.
The Company is a recognized leader in energy efficiency and indoor environmental quality. As of December 31, 2024, our portfolio was comprised of approximately 7.8 million rentable square feet of office space, 0.8 million rentable square feet of retail space and 732 residential units. Our office portfolio included 10 properties (including three long-term ground leasehold interests).
As of December 31, 2025, our portfolio was comprised of approximately 7.9 million rentable square feet of office space, 0.8 million rentable square feet of retail space and 743 residential units, which are located in New York City. Our office portfolio included 10 properties (including three long-term ground leasehold interests), all of which are located in Manhattan.
Seasonality Our Observatory business is subject to tourism trends and weather, and therefore does experience some seasonality. For the year ended December 31, 2024, approximately 18% of our annual Observatory revenue was realized in the first quarter, 25% was realized in the second quarter, 29% was realized in the third quarter, and 28% was realized in the fourth quarter.
For the year ended December 31, 2025, approximately 18% of our annual Observatory revenue was realized in the first quarter, 26% was realized in the second quarter, 28% was realized in the third quarter, and 28% was realized in the fourth quarter.
While certain 5 properties contain or contained uses that could have or have impacted our properties, we are not aware of any liabilities related to environmental contamination that we believe will have a material adverse effect on our operations.
While certain properties contain or contained uses that could have or have impacted our properties, we are not aware of any liabilities related to environmental contamination that we believe will have a material adverse effect on our operations. 5 In addition, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs.
Our focus on performance and long-term perspective allows us to concentrate on the ongoing management of our portfolio, while we concurrently seek opportunities for growth in the future. 3 We do extensive diligence on our tenants' financial prospects, businesses and business models to determine if we think there is potential to establish long-term relationships in which they will both renew with us and expand over time.
We do extensive diligence on our tenants' financial prospects, businesses and business models to determine if we think there is potential to establish long-term relationships in which they will both renew with us and expand over time. Since the initial public offering, we have completed 317 expansions with existing tenants which total 3.2 million square feet within our portfolio.
(NYSE: ESRT), a NYC-focused real estate investment trust ("REIT") that owns and operates a portfolio of well-leased, top of tier, modernized, amenitized, and well-located office, retail, and multifamily assets, conducts all of its business and owns (either directly or through subsidiaries) substantially all of its assets.
ITEM 1. BUSINESS Overview Empire State Realty OP, L.P. (the "Operating Partnership") is the entity through which Empire State Realty Trust, Inc. (NYSE: ESRT), is a NYC-focused real estate investment trust ("REIT") that owns and operates a portfolio of well-leased, top of tier, modernized, amenitized, and well-located office, retail, and multifamily assets.
ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observatory that was declared the #1 Attraction in the World - and the #1 Attraction in the U.S. for the third consecutive year – in Tripadvisor’s 2024 Travelers’ Choice Awards: Best of the Best Things to Do.
ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observatory, ranked the #1 Top Attraction in New York City for the fourth consecutive year in Tripadvisor’s 2025 Travelers’ Choice Awards: Best of the Best Things to Do. The Company is a recognized leader in energy efficiency and indoor environmental quality.
We had approximately 2.6 million visitors in 2024 and 2023 as compared to 2.2 million in 2022 and 0.8 million in 2021.
In 2025, revenue and operating income declined as a result of reduced international visitation in excess of increased domestic visitation. We had approximately 2.3 million visitors in 2025, as compared to 2.6 million in 2024 and 2023, 2.2 million in 2022 and 0.8 million in 2021.
Since the initial public offering, we have completed 299 expansions with existing tenants which total 3.0 million square feet within our portfolio. Our comprehensive building management services and our strong commitment to tenant and broker relationships and satisfaction enable us to negotiate attractive leasing deals, which attracts and retains high credit-quality tenants.
Our comprehensive building management services and our strong commitment to tenant and broker relationships and satisfaction enable us to negotiate attractive leasing deals, which attracts and retains high credit-quality tenants. We proactively 3 manage our rent roll, foster strong tenant relationships, maintain continuous communication with our tenants, and are responsive to tenant needs.
We regularly monitor our properties, perform routine preventive maintenance, and implement capital improvement programs in connection with property redevelopment and life cycle replacement of equipment and systems to protect our investments. We self-manage all of our office and retail properties, and we use a third-party property manager to manage our multifamily properties.
We believe the success of our long-term tenant relationships improves our operating results over time by reducing tenant turnover and associated costs. We regularly monitor our properties, perform routine preventive maintenance, and implement capital improvement programs in connection with property redevelopment and life cycle replacement of equipment and systems to protect our investments.
In addition, many of the leases provide for fixed base rent increases. We believe inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above. We do not believe inflation has had a material impact on our financial position or results of operations.
See “Risk Factors — Risks Related to ESRT's REIT Status.” Inflation Substantially all of our leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide for fixed base rent increases. We believe inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above.
As long as we own ESRT Captive Insurance, we are responsible for ESRT Captive Insurance’s liquidity and capital resources, and ESRT Captive Insurance’s accounts are part of our consolidated financial statements.
As long as we own the captive, we are responsible for its liquidity and capital resources, and its accounts are included in our consolidated financial statements. Our policies include substantial self-insurance components and significant deductibles and co-payments for certain events.
We pass on cost savings achieved by such improvements to our tenants through lower utility costs and reduced operating expense escalations. Sell Tickets to the Empire State Building Observatory The Empire State Building offers panoramic views of New York and neighboring states from its world-famous 86th and 102nd floor observatories.
Sell Tickets to the Empire State Building Observatory The Empire State Building offers panoramic views of New York and neighboring states from its world-famous 86th and 102nd floor observatories. In December 2019, we completed the Observatory’s comprehensive multi-year reimagination and redevelopment.
We believe our well-positioned balance sheet, access to capital, and expertise in redevelopment gives us significant flexibility to structure and pursue attractive investment opportunities. Since December 2021, we have completed acquisitions of three multifamily properties in Manhattan and a collection of prime retail assets on North 6 th Street in the Williamsburg neighborhood of Brooklyn, NY.
Since December 2021, we have completed acquisitions of three multifamily properties in Manhattan, a collection of prime retail assets on North 6 th Street in the Williamsburg neighborhood of Brooklyn, NY and 130 Mercer Street, a high-quality mixed-use asset, with office and retail components, in the SoHo submarket of Manhattan.
So long as ESRT qualifies as a REIT, it generally will not be subject to U.S. federal income tax on its net taxable income that ESRT distributes to its securityholders.
If ESRT qualify as a REIT, it generally will not be subject to U.S. federal corporate income tax on income that it distributes to its shareholders, although it may be subject to tax on certain income, including income from non-qualifying activities conducted through taxable REIT subsidiaries, undistributed taxable income and certain asset dispositions.
ESRT's Tax Status as a REIT ESRT elected to be subject to tax as a REIT and has operated in a manner that we believe allows it to qualify as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2013.
ESRT's Tax Status as a REIT ESRT elected to be taxed as a REIT for U.S. federal income tax purposes and intend to continue to qualify as a REIT.
We believe that our consistent, open dialogue with our tenants and brokers enables us to maximize our results.
We believe that our consistent, open dialogue with our tenants and brokers enables us to maximize our results. Our focus on performance and long-term perspective allows us to concentrate on the ongoing management of our portfolio, while we concurrently seek opportunities for growth in the future.
Removed
ITEM 1. BUSINESS Overview Empire State Realty OP, L.P. (the "Operating Partnership") is the entity through which Empire State Realty Trust, Inc.
Added
In addition, we have made energy efficiency retrofitting and sustainability a portfolio-wide initiative driven by economic return. We pass on cost savings achieved by such improvements to our tenants through lower utility costs and reduced operating expense escalations.
Removed
Nine of these office properties are located in midtown Manhattan and encompass approximately 7.6 million rentable square feet of office space and 0.5 million rentable square feet of retail space, including the Empire State Building. The remaining office property is located in Stamford, Connecticut, with immediate access to mass transportation.
Added
We grew revenue per visitor in 2025 compared to 2024 and continued our efforts to enhance the guest experience, broaden our marketing reach and drive operational efficiency.
Removed
Additionally, we have entitled land adjacent to the Stamford office property that can support the development of either office or residential per local zoning. Our multifamily portfolio included 732 residential units in New York City.
Added
We believe our well-positioned balance sheet, access to capital, and expertise in redevelopment gives us significant flexibility to structure and pursue attractive investment opportunities.
Removed
We proactively manage our rent roll, foster strong tenant relationships, maintain continuous communication with our tenants, and are responsive to tenant needs. We believe the success of our long-term tenant relationships improves our operating results over time by reducing tenant turnover and associated costs.
Added
Through a combination of commercial insurance, our captive program and participation in the federal terrorism insurance program (as amended, currently extended through December 31, 2027), we maintain aggregate terrorism coverage of up to $2.0 billion for the Empire State Building, including coverage for certain nuclear, biological, chemical and radiological exposures.
Removed
We have post-closing obligations related to the 69-97 and 103-107 Main Street, Westport, Connecticut properties that we sold in February 2023 to (i) close out a voluntary remediation program at 69-97 Main Street to address residual impacts of prior presence of underground storage tanks and (ii) comply with a consent order issued by the Connecticut Department of Environmental Protection to investigate soil conditions at 103-107 Main Street.
Added
The federal program operates as a backstop for certified acts of terrorism, subject to applicable deductibles and co-insurance. The captive maintains reinsurance with third-party insurers; reinsurance does not relieve the captive of its primary obligations, and reinsurer non-performance could result in losses to us.
Removed
We believe any expenses incurred to close out and comply with the remediation program and consent order, respectively, will be immaterial to the results of our operations.
Added
To maintain ESRT's qualification, ESRT must satisfy ongoing requirements relating to, among other things, the nature and diversification of its assets, the sources of its income, the ownership of its shares and the amount of its distributions to shareholders.
Removed
In addition, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs.
Added
ESRT's qualification as a REIT depends upon its ability to meet the various requirements imposed by the Internal Revenue Code, which are highly technical and complex.
Removed
Insurance We carry comprehensive liability, fire, extended coverage, earthquake, terrorism and rental loss insurance covering all of our New York City properties and our greater New York metropolitan area properties under a blanket policy.
Added
We do not believe inflation has had a material impact on our financial position or results of operations. Seasonality Our Observatory business is subject to tourism trends and weather, and therefore does experience some seasonality.
Removed
ESRT Captive Insurance covers terrorism insurance for $1.2 billion in losses in excess of $800 million per occurrence suffered by the Empire State Building, providing us with aggregate terrorism coverage of $2 billion at that property.
Removed
ESRT Captive Insurance fully reinsures the 20% coinsurance under the Terrorism Risk Insurance Program Reauthorization Act of 2015 ("TRIPRA") and the difference between the TRIPRA captive deductible and policy deductible of $100,000 for non-Nuclear, Biological, Chemical and Radiological exposures.
Removed
We purchased a $50 million limit of Nuclear, Biological, Chemical and Radiological ("NBCR") insurance in excess of a $1.0 million deductible in the commercial insurance market. ESRT Captive Insurance provides NBCR insurance coverage under TRIPRA with a limit of $1.95 billion in excess of the $50 million policy.
Removed
As a result, we remain only liable for the 20% coinsurance under TRIPRA for NBCR exposures within ESRT Captive Insurance, as well as a deductible equal to 20% of ESRT Captive Insurance’s prior year’s premium.
Removed
If we experience a loss and ESRT Captive Insurance is required to pay under its insurance policy, we would ultimately record the loss to the extent of its required payment. The policies described above cover certified terrorism losses as defined under the Terrorism Risk Insurance Act of 2002 ("TRIA") and subsequent extensions.
Removed
On December 20, 2019, the President of the United States signed into law TRIPRA act of 2019, which extended TRIA through December 31, 2027. TRIA provides for a system of shared public and private compensation for insured losses resulting from acts of terrorism.
Removed
As a result, the certified terrorism coverage provided by ESRT Captive Insurance is eligible for 80% coinsurance provided by the United States Treasury in excess of a statutorily calculated deductible. ESRT Captive Insurance 6 reinsures 100% of its 20% coinsurance for non-NBCR exposures. The 20% coinsurance on NBCR exposures is retained by ESRT Captive Insurance.
Removed
Reinsurance contracts do not relieve ESRT Captive Insurance from its primary obligations to its policyholders. Additionally, failure of the various reinsurers to honor their obligations could result in significant losses to ESRT Captive Insurance. The reinsurance has been ceded to reinsurers approved by the State of Vermont.
Removed
ESRT Captive Insurance continually evaluates the reinsurers’ financial condition by considering published financial stability ratings of the reinsurers and other factors. There can be no assurance that reinsurance will continue to be available to ESRT Captive Insurance to the same extent and at the same cost.
Removed
ESRT Captive Insurance may choose in the future to reevaluate the use of reinsurance to increase or decrease the amounts of risk it cedes. In addition to insurance held through ESRT Captive Insurance described above, we carry terrorism insurance on all of our properties in an amount and with deductibles which we believe are commercially reasonable.
Removed
Our insurance policies include substantial self-insurance portions and significant deductibles and co-payments for certain events, and hurricanes in the United States have affected the availability and price of such insurance.
Removed
Furthermore, business interruption insurance due to pandemic level or other public health events may not be readily available at commercially acceptable rates. Competition The leasing of real estate is highly competitive in New York City and Stamford, Connecticut where we operate.
Removed
We believe that ESRT has been organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended, (the "Code"), and that its intended manner of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT.
Removed
Even if ESRT qualifies as a REIT, it may be subject to certain U.S. federal, state and local taxes on its income or property.
Removed
In order to qualify as a REIT, ESRT must distribute to its securityholders, on an annual basis, at least 90% of its REIT taxable income, determined without regard to the deduction for distributions paid and excluding net capital gains.
Removed
In addition, ESRT will be subject to U.S. federal income tax at the generally applicable corporate tax rate to the extent that it distributes less than 100% of its net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the 7 amount by which its distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws.
Removed
In addition, to qualify as a REIT, ESRT must ensure that it meets the REIT gross income tests annually and that at the end of each calendar quarter, at least 75% of the value of its total assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-backed securities.
Removed
The remainder of its investment in securities (other than government securities, securities of corporations that are treated as Taxable REIT Subsidiaries ("TRSs") and qualified REIT real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
Removed
In addition, in general, no more than 5% of the value of its assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of its total securities can be represented by securities of one or more TRSs.
Removed
Rents from real property are generally not qualifying income for purposes of the REIT gross income tests if the rent is treated as “related party rent.” Related party rent generally includes (i) any rent paid by a corporation if the REIT (or any person who owns 10% or more of the stock of the REIT by value) directly or indirectly owns 10% or more of the stock of the corporation by vote or value and (ii) rent paid by a partnership if the REIT (or any person who owns 10% or more of the stock of the REIT by value) directly or indirectly owns an interest of 10% or more in the assets or net profits of the partnership.
Removed
Under an exception to this rule, related party rent is treated as qualifying income for purposes of the REIT gross income tests if it is paid by a TRS of the REIT and (i) at least 90% of the leased space in the relevant property is rented to persons other than either TRSs or other related parties of the REIT, and (ii) the amounts paid to the REIT as rent from real property are substantially comparable to the rents paid by unrelated tenants of the REIT for comparable space.
Removed
Income from admissions to the Empire State Building Observatory, and certain other income generated by the Observatory, would not likely be qualifying income for purposes of the REIT gross income tests.
Removed
ESRT jointly elected with Observatory TRS, which is the current lessee and operator of the Observatory and which is wholly owned by our Company, for Observatory TRS to be treated as a TRS of ESRT's for U.S. federal income tax purposes.
Removed
Observatory TRS leases the Empire State Building Observatory from our Company pursuant to a lease that provides for fixed base rental payments and variable rental payments equal to certain percentages of Observatory TRS’s gross receipts from the operation of the Observatory.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

72 edited+23 added−25 removed167 unchanged
Biggest changeNew laws and regulations related to data privacy and security pose increasingly complex compliance challenges and costs across multiple jurisdictions, which could negatively impact our business and financial condition. 18 The adoption of or changes in rent control or rent stabilization regulations and eviction regulations in our markets could have an adverse effect on our operations and property values.
Biggest changeThese entities are typically outside our control and may have access to certain of our information with varying levels of security and cybersecurity resources. New laws and regulations related to data privacy and security pose increasingly complex compliance challenges and costs across multiple jurisdictions, which could negatively impact our business and financial condition.
If, with respect to any taxable year, ESRT fails to maintain its qualification as a REIT and does not qualify under statutory relief provisions, it could not deduct distributions to shareholders in computing its taxable income and would have to pay U.S. federal income tax on its taxable income at regular corporate rates and thus reduce funds available for distribution and debt service, and ESRT would not be required to make distributions until it re-qualified as a REIT which would not be permitted for the four taxable years following its disqualification, unless it gained relief under relevant statutory provisions.
If, with respect to any taxable year, ESRT fails to maintain its qualification as a REIT and does not qualify under statutory relief provisions, it could not deduct distributions to shareholders in computing its taxable income and would have to pay U.S. federal income tax on its taxable income at regular corporate rates and thus reduce funds available for distribution and debt service, and ESRT would not be required to make distributions until it re-qualified as a REIT which would not be permitted for the four taxable years following the taxable year of its disqualification, unless it gained relief under relevant statutory provisions.
If such third-party property management company does not perform in accordance with our contractual agreements and desired standards, we could be exposed to risks such as costs and reputational harm. 12 Risks Related to Our Non-Real Estate Operations The Observatory operations at the Empire State Building may be negatively impacted by geopolitical factors, competition, adverse weather, and changes in tourist trends.
If such third-party property management company does not perform in accordance with our contractual agreements and desired standards, we could be exposed to risks such as costs and reputational harm. Risks Related to Our Non-Real Estate Operations The Observatory operations at the Empire State Building may be negatively impacted by geopolitical factors, competition, adverse weather, and changes in tourist trends.
If the terms of the renewal or re-leasing are less favorable than current terms, or we fail to re-lease such spaces at all, our business, results of operations, cash flow and financial condition will be negatively affected. 11 The short-term nature of multifamily leases exposes us more quickly to the effects of declining market rents, potentially making our revenue more volatile.
If the terms of the renewal or re-leasing are less favorable than current terms, or we fail to re-lease such spaces at all, our business, results of operations, cash flow and financial condition will be negatively affected. The short-term nature of multifamily leases exposes us more quickly to the effects of declining market rents, potentially making our revenue more volatile.
Downturn in global, national and/or local economies that decreases prospects, demand, occupancy and rental rates for our office, multifamily and retail space can have an adverse impact on the value or price of our assets. For example, the COVID-19 pandemic impacted the entire U.S., including New York and Connecticut where our properties are located.
Downturn in global, national and/or local economies that decreases prospects, demand, occupancy and rental rates for our office, multifamily and retail space can have an adverse impact on the value or price of our assets. For example, the COVID-19 pandemic impacted the entire U.S., including New York where our properties are located.
Our partnership agreement may restrict our ability to pay dividends if we fail to pay the cumulative distributions on preferred units. See Part II, ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information. Mortgages expose us to foreclosure and loss of our investment in a mortgaged property.
Our partnership agreement may restrict our ability to pay distributions if we fail to pay the cumulative distributions on preferred units. See Part II, ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information. Mortgages expose us to foreclosure and loss of our investment in a mortgaged property.
Absent needed capital, we may not be able to acquire or develop properties when opportunities exist, satisfy our debt obligations or make cash distributions to our securityholders necessary to maintain our qualification as a REIT. Risks Relating to Disaster Recovery and Business Continuity Natural disasters and physical climate risk could adversely impact our area and business.
Absent needed capital, we may not be able to acquire or develop properties when opportunities exist, satisfy our debt obligations or make cash distributions to our securityholders necessary to maintain ESRT's qualification as a REIT. Risks Relating to Disaster Recovery and Business Continuity Natural disasters and physical climate risk could adversely impact our area and business.
We intend to make distributions to our securityholders. All dividends and distributions will be made at the discretion of our sole general partner, ESRT, acting through its Board, and will depend on our earnings, financial condition, maintenance of ESRT’s REIT qualification and other factors as ESRT’s Board may deem relevant from time to time.
We intend to make distributions to our securityholders. All distributions will be made at the discretion of our sole general partner, ESRT, acting through its Board, and will depend on our earnings, financial condition, maintenance of ESRT’s REIT qualification and other factors as ESRT’s Board may deem relevant from time to time.
Certain provisions in our partnership agreement may delay or make more difficult unsolicited acquisitions of us or changes of control, including, among others: redemption rights of qualifying parties; transfer restrictions on operating partnership units; ESRT’s ability, as general partner, in some cases, to amend the partnership agreement and to cause us to issue units with terms that could delay, defer or prevent a merger or other change of control without the consent of the limited partners; the right of the limited partners to consent to transfers of the general partnership interest and mergers or other transactions involving us under specified circumstances; and a redemption premium payable to the holders of our preferred units if we decide, at our option, to redeem preferred units for cash upon the occurrence of certain fundamental transactions, such as a change of control.
Certain provisions in our partnership agreement may delay or make more difficult unsolicited acquisitions of us or changes of control, including, among others: redemption rights of qualifying parties; transfer restrictions on operating partnership units; ESRT’s ability, as general partner, in some cases, to amend the partnership agreement and to cause us to issue units with terms that could delay, defer or prevent a transaction or change of control without the consent of the limited partners; the right of the limited partners to consent to transfers of the general partnership interest and mergers or other transactions involving us under specified circumstances; and a redemption premium payable to the holders of our preferred units if we decide, at our option, to redeem preferred units for cash upon the occurrence of certain fundamental transactions, such as a change of control.
Pursuant to the terms of ESRT’s stockholders agreement with QIA, QIA generally has the right (but not the obligation) to maintain its fully diluted economic interest in ESRT by purchasing additional shares of ESRT’s Class A common stock when we or ESRT issue additional common equity securities from time to time.
Pursuant to the terms of ESRT’s stockholders agreement with QIA, QIA generally has the right (but not the obligation) to maintain its fully diluted economic interest in ESRT by purchasing additional 21 shares of ESRT’s Class A common stock when we or ESRT issue additional common equity securities from time to time.
Additional risks currently unknown or deemed immaterial could have a material adverse effect on us and our REIT qualification, which could reduce our share price and cause loss of all or part of your investment. Some items below are forward-looking statements.
Additional risks currently unknown or deemed immaterial could have a material adverse effect on us and ESRT's REIT qualification, which could reduce our share price and cause loss of all or part of your investment. Some items below are forward-looking statements.
Some of our properties have been or 15 may be impacted by contamination arising from current or prior uses of the property or adjacent properties for commercial, industrial or other purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials.
Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property or adjacent properties for commercial, industrial or other purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials.
Additionally, inflation has impacted and will continue to impact property operating expenses and construction costs. We are exposed to risks from third-party property management services. While we perform property management services for the majority of our properties, we use a third-party property management company to service our multifamily properties.
Additionally, inflation has impacted and will continue to impact property operating expenses and construction costs. 11 We are exposed to risks from third-party property management services. While we perform property management services for the majority of our properties, we use a third-party property management company to service our multifamily properties.
Malkin, may suffer different and more adverse tax consequences than other holders of operating partnership units upon the sale or refinancing of the properties owned by us, including disproportionately greater allocations of items of 21 taxable income and gain upon a realization event.
Malkin, may suffer different and more adverse tax consequences than other holders of operating partnership units upon the sale or refinancing of the properties owned by us, including disproportionately greater allocations of items of taxable income and gain upon a realization event.
This concentration of voting power might also have the effect of delaying or preventing a change of control that our securityholders may view as beneficial. 22 Conflicts of interest exist or could arise in the future between ESRT’s securityholders and OP unit holders.
This concentration of voting power might also have the effect of delaying or preventing a change of control that our securityholders may view as beneficial. Conflicts of interest exist or could arise in the future between ESRT’s securityholders and OP unit holders.
We also may be liable for the costs of remediating contamination at off-site disposal or treatment facilities when we arrange for disposal or treatment of hazardous substances at such facilities, without regard to whether we comply with environmental laws in doing so.
We also may be liable for the costs of remediating contamination at off-site disposal or treatment facilities when we arrange for disposal or treatment of hazardous substances at 14 such facilities, without regard to whether we comply with environmental laws in doing so.
As a result of the unrealized built-in gain attributable to a property at the time of contribution, some holders of operating partnership units, including our Chairman and Chief Executive Officer, Anthony E. Malkin, and our Chairman Emeritus, Peter L.
As a result of the unrealized built-in gain attributable to a property at the time of contribution, some holders of operating partnership units, including ESRT's Chairman and Chief Executive Officer, Anthony E. Malkin, and our Chairman Emeritus, Peter L.
In the future we may acquire properties through tax deferred contribution transactions in exchange for our partnership 13 interests, which may result in dilution to securityholders, reduction of tax depreciation we could deduct over the tax life of the acquired properties (as compared with an acquisition paid in cash), and requirements to protect the contributors’ tax deferral through restrictions on our disposition of the acquired properties and/or maintenance and allocation of partnership debt to the contributors to maintain their tax bases.
In the future we may acquire properties through tax deferred contribution transactions in exchange for our partnership interests, which may result in dilution to securityholders, reduction of tax depreciation we could deduct over the tax life of the 12 acquired properties (as compared with an acquisition paid in cash), and requirements to protect the contributors’ tax deferral through restrictions on our disposition of the acquired properties and/or maintenance and allocation of partnership debt to the contributors to maintain their tax bases.
These limitations could have the effect of discouraging a takeover or other transaction in which our securityholders might receive a premium for their securities or which holders might believe to be otherwise in their best interests. 23 Risks Related to our Traded OP Units Our cash available for distribution may not be sufficient to make distributions at expected levels, and the market price of our securities could be adversely affected by our level of cash distributions.
These limitations could have the effect of discouraging a takeover or other transaction in which our securityholders might receive a premium for their securities or which holders might believe to be otherwise in their best interests. 22 Risks Related to our Traded OP Units Our cash available for distribution may not be sufficient to make distributions at expected levels, and the market price of our securities could be adversely affected by our level of cash distributions.
The application of these limitations depends on our current and future operations and the individual tax positions of such holders. Holders of OP units should consult with their tax advisor regarding these provisions. 19 Participants may recognize taxable gain resulting from a reduction in their allocable share of our liabilities or specific transactions or tax elections by ESRT.
The application of these 18 limitations depends on our current and future operations and the individual tax positions of such holders. Holders of OP units should consult with their tax advisor regarding these provisions. Participants may recognize taxable gain resulting from a reduction in their allocable share of our liabilities or specific transactions or tax elections by ESRT.
Our properties are concentrated in the New York metropolitan area. Natural disasters and physical climate risk including earthquakes, storms, storm surges, tornados, floods, extreme temperatures, hurricanes and rising sea levels, could cause significant damage or limit access to our properties and adversely impact the areas in which we operate.
Our properties are concentrated in the New York metropolitan area. Natural disasters and physical climate risks including earthquakes, storms, storm surges, tornados, floods, extreme temperatures, hurricanes and rising sea levels could cause significant damage or limit access to our properties and adversely impact the areas in which we operate.
To enable ESRT to comply with REIT requirements, we may have to forego and/or liquidate attractive investments or borrow funds and we may be subject to tax.
To enable ESRT to comply with REIT requirements, we may have to forego and/or liquidate otherwise attractive investments or borrow funds and we may be subject to tax.
In addition, if a like-kind exchange was later determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent our shareholders. We could also be subject to significant indemnity obligations if the applicable property was subject to a tax protection agreement.
In addition, if a like-kind exchange was later determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent our unitholders. We could also be subject to significant indemnity obligations if the applicable property was subject to a tax protection agreement.
The loss of the services of one or more members of our senior management team could materially and adversely affect us. 16 ESRT's Chairman and Chief Executive Officer has outside business interests that take his time and attention away from us, which could materially and adversely affect us. Under his employment agreement, Mr.
The loss of the services of one or more members of our senior management team could materially and adversely affect us. 15 ESRT's Chairman and Chief Executive Officer has outside business interests that take his time and attention away from us, which could materially and adversely affect us. Under his employment agreement, Mr.
Foreclosures could also trigger our obligations under tax protection agreements with certain legacy investors to indemnify them 14 for certain taxes upon sale of specific properties where they had embedded phantom taxable income (or the failure to maintain certain levels of indebtedness).
Foreclosures could also trigger our obligations under tax protection agreements with certain legacy investors to indemnify them 13 for certain taxes upon sale of specific properties where they had embedded phantom taxable income (or the failure to maintain certain levels of indebtedness).
Pursuant to our partnership agreement, our limited partners have agreed that in the event of a conflict in the duties owed by ESRT's directors and officers to ESRT and ESRT's securityholders and the fiduciary duties owed by ESRT, in its capacity as general partner of us, to such limited partners, ESRT will fulfill its fiduciary duties to such limited partners by acting in the best interests of ESRT's securityholders.
Pursuant to our partnership agreement, our limited partners have agreed that in the event of a conflict in the duties owed by ESRT's directors and officers to ESRT and ESRT's securityholders and the fiduciary duties owed by ESRT, in its capacity as general partner of us, to such limited partners, ESRT will fulfill its fiduciary duties to such limited partners by acting in the best interest of ESRT's securityholders.
Our balance sheet included goodwill of approximately $491.5 million at December 31, 2024, consisting primarily of goodwill associated with our acquisition of the controlling interest in Empire State Building Company L.L.C. and 501 Seventh Avenue Associates L.L.C.
Our balance sheet included goodwill of approximately $491.5 million at December 31, 2025, consisting primarily of goodwill associated with our acquisition of the controlling interest in Empire State Building Company L.L.C. and 501 Seventh Avenue Associates L.L.C.
In addition, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs. See " We may incur significant costs to comply with environmental laws, in particular New York City’s Local Law 97" in this section.
In addition, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs. See " We may incur significant costs to comply with environmental laws, for example New York City’s Local Law 97" in this section.
See Part I, ITEM 1, “Business — Americans with Disabilities Act” for more information. 17 We may become subject to litigation, which could have a material adverse effect on our financial condition.
See Part I, ITEM 1, “Business — Americans with Disabilities Act” for more information. 16 We may become subject to litigation, which could have a material adverse effect on our financial condition.
In addition, eight of our existing properties are pre-war office properties, which may require more frequent and costly maintenance to retain existing tenants or attract new tenants than newer properties.
In addition, nine of our properties are pre-war office properties, which may require more frequent and costly maintenance to retain existing tenants or attract new tenants than newer properties.
See Part I, ITEM 1, “Business — Our Tax Status.” We are entitled to rely upon these private letter rulings only to the extent that we did not misstate or omit a material fact in the ruling request and that we continue to operate in accordance with the material facts described in such request, and no assurance can be given that we will always be able to do so.
See Part I, ITEM 1, “Business — ESRT's Tax Status as a REIT.” We are entitled to rely upon these private letter rulings only to the extent that we did not misstate or omit a material fact in the ruling request and that we continue to operate in accordance with the material facts described in such request, and no assurance can be given that we will always be able to do so.
The concentration of our voting power may adversely affect the ability of new investors to influence our policies. As of December 31, 2024, ESRT’s Chairman and Chief Executive Officer, Anthony E.
The concentration of our voting power may adversely affect the ability of new investors to influence our policies. As of December 31, 2025, ESRT’s Chairman and Chief Executive Officer, Anthony E.
Because of the distribution requirements to maintain our status as a REIT (See Part I, ITEM 1, “Business — Our Tax Status”), we may not be able to fund future capital needs, including any acquisition financing, from operating cash flow and may need to rely on third-party sources.
Because of the distribution requirements to maintain ESRT's status as a REIT (See Part I, ITEM 1, “Business — ESRT's Tax Status as a REIT”), we may not be able to fund future capital needs, including any acquisition financing, from operating cash flow and may need to rely on third-party sources.
During the year ended December 31, 2024, we derived approximately $15.2 million of revenue (excluding tenant reimbursement income) from such broadcasting licenses and related leases, as compared with about $21 million at its peak. Competition from other broadcasting operations has had a negative impact on revenues, and lease renewals have yielded reduced revenue, and higher operating expenses and capital expenditures.
During the year ended December 31, 2025, we derived approximately $15.4 million of revenue (excluding tenant reimbursement income) from such broadcasting licenses and related leases, as compared with about $21.0 million at its peak. Competition from other broadcasting operations has had a negative impact on revenues, and lease renewals have yielded reduced revenue, and higher operating expenses and capital expenditures.
Return of capital and realization of gains from an investment generally will occur upon disposition or refinancing. In addition, the Code imposes restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies.
Return of capital and realization of gains from an investment generally will occur upon disposition or refinancing. In addition, the Internal Revenue Code of 1986, as amended, (the "Code") imposes restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies.
We may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy or utility usage and related emissions (such as a “carbon tax”), which could increase our operating costs.
We may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy or utility usage and related emissions (such as a carbon tax), which could increase our operating costs.
Additionally, for fiscal years ended December 31, 2024, 2023 and 2022, we derived revenue of approximately $136.4 million, $129.4 million and $106.0 million, respectively, from the Empire State Building’s Observatory operations. Loss of revenue from the Observatory has in the past and may in the future have a material adverse impact on our results of operations and financial condition.
Additionally, for fiscal years ended December 31, 2025, 2024 and 2023, we derived revenue of approximately $128.3 million, $136.4 million and $129.4 million, respectively, from the Empire State Building’s Observatory operations. Loss of revenue from the Observatory has in the past and may in the future have a material adverse impact on our results of operations and financial condition.
Malkin, together with the Malkin Group, has the right to vote 40,859,706 shares of ESRT’s common stock, which represents approximately 19.0% of the voting power of ESRT’s outstanding common stock. Consequently, Mr.
Malkin, together with the Malkin Group, has the right to vote 40,859,706 shares of ESRT’s common stock, which represents approximately 18.7% of the voting power of ESRT’s outstanding common stock. Consequently, Mr.
As of December 31, 2024, approximately 19.4% of our commercial portfolio’s annualized rent was comprised of retail tenants. In the past, the retail industry has faced reductions in sales revenues and increase in bankruptcies throughout the United States, due to changes in consumer behavior and shift to online shopping.
As of December 31, 2025, approximately 20.1% of our commercial portfolio’s annualized rent was comprised of retail tenants. In the past, the retail industry has faced reductions in sales revenues and increase in bankruptcies throughout the United States, due to changes in consumer behavior and shift to online shopping.
See “Forward-Looking Statements.” Risks Related to Our Business and Properties Risks Relating to Portfolio Concentration Our properties are geographically concentrated in New York and Connecticut, and adverse state or local economic or regulatory developments could have a material adverse effect on our business and financial condition.
See “Forward-Looking Statements.” Risks Related to Our Business and Properties Risks Relating to Portfolio Concentration Our properties are geographically concentrated in New York, and adverse state or local economic or regulatory developments could have a material adverse effect on our business and financial condition. Our commercial portfolio is comprised of properties in New York City.
As of December 31, 2024, our five largest tenants together represented approximately 16.5% of our total commercial portfolio’s annualized rent, with our largest tenant leasing an aggregate of 0.5 million rentable square feet of office space at one of our office properties, representing approximately 5.4% of our total commercial portfolio rentable square feet and approximately 6.1% of our total commercial portfolio annualized rent.
As of December 31, 2025, our five largest tenants together represented approximately 17.4% of our total commercial portfolio’s annualized rent, with our largest tenant leasing an aggregate of 0.4 million rentable square feet of office space at one of our office properties, representing approximately 4.9% of our total commercial portfolio rentable square feet and approximately 5.5% of our total commercial portfolio annualized rent.
Generally, our multifamily leases are for twelve months or less. If the terms of the renewal or reletting are less favorable than current terms, our business, results of operations, cash flow and financial condition will be negatively affected. Given their short-term lease structure, our multifamily rental revenues are more sensitive to market declines.
Generally, our multifamily leases range from one to two years. If the terms of the renewal or reletting are less favorable than current terms, our business, results of operations, cash flow and financial condition will be negatively affected. Given their short-term lease structure, our multifamily rental revenues are more sensitive to market declines.
In addition, leases representing 6.5% and 8.2% of the square footage of the office and retail properties in our commercial portfolio will expire in 2025 and 2026, respectively. We cannot be assured that leases scheduled to expire will be renewed or that our properties will be re-leased at net effective rental rates at or above the current average.
In addition, leases representing 5.1% and 7.3% of the square footage of the office and retail properties in our commercial portfolio will expire in 2026 and 2027, respectively. We cannot be assured that leases scheduled to expire will be renewed or that our properties will be re-leased at net effective rental rates at or above the current average.
Risks Relating to Our Indebtedness and Liquidity Our debt, the cost of our debt and limitations in our loan documents could adversely affect us. As of December 31, 2024, we had total debt outstanding of approximately $2.3 billion inclusive of total mortgages of approximately $704.3 million.
Risks Relating to Our Indebtedness and Liquidity Our debt, the cost of our debt and limitations in our loan documents could adversely affect us. As of December 31, 2025, we had total debt outstanding of approximately $2.4 billion inclusive of total mortgages of approximately $629.0 million.
We may dispose of properties in transactions that are intended to qualify as “like kind exchanges” under Section 1031 of the Code. It is possible that the qualification of a transaction as a like-kind exchange could be successfully challenged and determined to be currently taxable. In such case, our taxable income and earnings and profits would increase.
We have and in the future may dispose of properties in transactions that are intended to qualify as “like kind exchanges” under Section 1031 of the Code. It is possible that the qualification of a transaction as a like-kind exchange could be successfully challenged and determined to be currently taxable.
As of December 31, 2024, QIA had a 10.90% fully diluted interest in ESRT, which represented 17.97% of the outstanding Class A common stock of ESRT.
As of December 31, 2025, QIA had a 10.76% fully diluted interest in ESRT, which represented 17.63% of the outstanding Class A common stock of ESRT.
The threat or occurrence of a terrorist event, particularly in New York City, may materially and adversely affect the value of our properties and our ability to generate cash flow. A terrorist event could cause insurance premiums at certain of our properties to increase significantly.
The threat or occurrence of a terrorist event, particularly in New York City, may materially and adversely affect the value of our properties and our ability to generate cash flow.
We may be unable to renew leases or re-lease vacant space on favorable terms or at all as leases expire. As of December 31, 2024, we had approximately 0.6 million rentable square feet of vacant space in our office and retail properties.
We may be unable to renew leases or re-lease vacant space on favorable terms or at all as leases expire or lease vacant space after redevelopment. As of December 31, 2025, we had approximately 0.7 million rentable square feet of vacant space in our office and 10 retail properties, including properties that are under redevelopment.
To treat income from our Observatory and broadcast facilities as qualified REIT income, we rely upon private letter rulings that such income is qualifying rent for our REIT qualification.
We rely upon private letter rulings from the IRS that income from our Observatory and broadcast facilities is qualifying rent for our REIT qualification.
ESRT intends to distribute its net income to securityholders in a manner intended to satisfy the REIT 90% distribution requirement (See Part I, ITEM 1, “Business — Our Tax Status”) and to avoid U.S. federal income tax and the 4% nondeductible excise tax.
ESRT intends to distribute its taxable net income to its securityholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax. Refer to Part I, ITEM 1, “Business — ESRT's Tax Status as a REIT” for more information.
Our five largest tenants represented approximately 16.5% of our total commercial portfolio’s annualized rent as of December 31, 2024.
Our five largest tenants represented approximately 17.4% of our total commercial portfolio’s annualized rent as of December 31, 2025.
The market value of our common stock is based on a number of factors, including, but not limited to, the market’s perception of the current and future value of our assets, our growth potential and our current and potential future earnings and distributions. The future exercise of registration rights may adversely affect the market price of our securities.
The market value of ESRT's common stock and our traded OP Units is based on a number of factors, including, but not limited to, the market’s perception of the current and future value of our assets, our growth potential and our current and potential future earnings and distributions.
Department of the Treasury, which results in statutory changes as well as frequent revisions to regulations and interpretations, which could significantly and negatively affect ESRT’s ability to qualify as a REIT and the tax considerations relevant to an investment in us, or could cause us to change our investments and commitments.
Department of the Treasury, which results in statutory changes as well as frequent revisions to regulations and interpretations, which could significantly and negatively affect ESRT’s ability to qualify as a REIT and the tax considerations relevant to an investment in us, or could cause us to change our investments and commitments. 20 Tax consequences to holders of our operating partnership units and tax protection agreements triggered upon a sale or refinancing of our properties could limit our ability either to sell certain properties or engage in a strategic transaction.
Similarly, in order to be treated as a partnership for U.S. federal income tax purposes, we must meet certain annual tests relating to the sources of our gross income.
Similarly, in order to be treated as a partnership for U.S. federal income tax purposes, we must meet certain annual tests relating to the sources of our gross income. In order to meet these tests and to allow ESRT to meet these tests, we may be required to forego investments that we otherwise would make or liquidate otherwise attractive investments.
In some circumstances, we may be required to pay additional dividends or, in lieu of that, corporate income tax, possibly including interest and penalties. As a result, we may be required to borrow funds to pay additional dividends or taxes, and any payment of taxes could cause us to have less cash available to distribute to our shareholders.
As a result, we may be required to borrow funds to pay additional distributions or taxes, and any payment of taxes could cause us to have less cash available to distribute to our unitholders.
For example, a portion of the Metro Tower site is currently used for automobile parking and was formerly leased to a fueling facility, and we have post-closing obligations related to our Westport properties sold in 2023 related to remediation of storage tank and soil contamination. See Part I, ITEM 1, "Business — Environmental Matters" for further information.
For example, a portion of the Metro Tower site, the undeveloped parcel we own adjacent to our recently sold Metro Center asset, is currently used for automobile parking and was formerly leased to a fueling facility. See Part I, ITEM 1, "Business — Environmental Matters" for further information.
Our failure to maintain satisfactory labor relations could materially and adversely affect us. As of December 31, 2024, we have collective bargaining agreements that cover 429 employees, or 64% of our workforce, that service our portfolio. Our inability to negotiate acceptable renewals as existing agreements expire could result in strikes or work stoppages and disrupt our operations.
Our failure to maintain satisfactory labor relations could materially and adversely affect us. As of December 31, 2025, we have collective bargaining agreements that cover 407 employees, or 63% of our workforce, that service our portfolio.
Such negative consequences may be even more likely in a high-profile property like the Empire State Building and its Observatory. 10 Risks Relating to the Real Estate Market Adverse economic and geopolitical conditions impacting the industries of our tenants could cause reduced demand, rental rates and occupancy for our office, multifamily, and retail space.
Risks Relating to the Real Estate Market Adverse economic and geopolitical conditions impacting the industries of our tenants could cause reduced demand, rental rates and occupancy for our office, multifamily, and retail space.
As a result, we may generate less cash flow than taxable income in a particular year and be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable in order to allow ESRT to satisfy such REIT requirements and avoid such taxes. 20 We cannot match the transferor of particular Series 60, Series 250, or Series ES OP units with each transferee of such OP units, so we have adopted certain income tax accounting positions that could subject us to challenge by the IRS.
As a result, we may generate less cash flow than taxable income in a particular year and be required to use cash reserves, incur debt 19 or liquidate assets at rates or times that we regard as unfavorable in order to allow ESRT to satisfy such REIT requirements and avoid such taxes.
In particular, as the owner of large covered commercial and multifamily buildings in New York City, we are subject to Local Law 97 passed by the New York City Council in April 2019, which for each such covered building establishes annual limits for greenhouse gas emissions, requires yearly compliance reports beginning in May 2025 for calendar year 2024 performance, and imposes penalties for emissions above such limits.
In particular, as the owner of large covered commercial and multifamily buildings in New York City, we are subject to Local Law 97, which establishes annual greenhouse gas emissions limits for covered buildings and imposes penalties for emissions that exceed applicable thresholds.
For the year ended December 31, 2024, three of our properties together accounted for approximately 55.5% of our portfolio’s rental revenues, with the Empire State Building individually accounting for approximately 31.9%.
We rely on three properties, in particular the Empire State Building and its Observatory, for a significant portion of our revenue. For the year ended December 31, 2025, three of our properties together accounted for approximately 55.6% of our portfolio’s rental revenues, with the Empire State Building individually accounting for approximately 32.3%.
In connection with the formation transactions, we and ESRT entered into a tax protection agreement with certain Malkin family members, including Anthony E. Malkin and Peter L.
In connection with the formation transactions, we entered into a tax protection agreement with certain continuing investors, including members of the Malkin family, relating to specified contributed properties (the “Protected Properties”).
We are required under Section 404 of the Sarbanes-Oxley Act to maintain internal control over financial reporting that meets applicable standards.
Risks Relating to Legal Compliance, Sustainability and Cybersecurity Failure to maintain effective internal control over financial reporting could result in loss of investor confidence and adversely impact our stock price . We are required under Section 404 of the Sarbanes-Oxley Act to maintain internal control over financial reporting that meets applicable standards.
These risks include business layoffs, downsizing, industry slowdowns, and relocations of businesses as well as increases in real estate and other local taxes, and regulatory compliance costs.
These risks include business layoffs, downsizing, industry slowdowns, and relocations of businesses as well as increases in real estate and other local taxes, and regulatory compliance costs. The current federal tax limits on the deductibility of state and local taxes as well as higher individual tax rate proposals may negatively impact demographic trends in high tax states like New York.
We face risks associated with our tenants being designated “Prohibited Persons” by OFAC and similar requirements. The Office of Foreign Assets Control of the U.S.
Any such failure could result in restatements, increased audit costs, regulatory scrutiny, litigation, diversion of management’s attention, loss of investor confidence and a decline in our stock price. We face risks associated with our tenants being designated “Prohibited Persons” by OFAC and similar requirements. The Office of Foreign Assets Control of the U.S.
These consequences could result in negative legal consequences as well as significant damage to our business and financial condition and reputation.
These consequences could result in negative legal consequences as well as significant damage to our business and financial condition and reputation. Our vendors and other parties with whom we do business face similar threats and an incident at one of these entities could adversely impact our business.
These obligations may restrict our ability to engage in a strategic transaction, require us and ESRT to maintain more or different debt, and/or inhibit our disposing of a property that we and ESRT might judge to otherwise be in the best interest of the securityholders. Holders of ESRT’s Class B common stock have a significant vote in ESRT matters.
If triggered, these obligations could restrict our ability to dispose of certain assets, refinance indebtedness, or pursue strategic transactions, and could require payments that may be material. Holders of ESRT’s Class B common stock have a significant vote in ESRT matters.
New York, where our properties are located, has enacted and may continue to enact and/or expand rent control and eviction regulations (such as Good Cause Eviction), which have limited and could continue to limit our ability to raise rents, enforce residents’ or tenants’ contractual rental obligations (such as eviction moratoriums), pursue collections or charge certain fees, all of which could have an adverse impact on our operations and property values.
New York, where our properties are located, has enacted and may further enact, interpret or expand laws and regulations affecting residential landlords, including rent stabilization laws and the “Good Cause Eviction” law. These laws restrict, and may further restrict, the ability to increase rents, decline lease renewals, enforce contractual obligations, recover possession of units, pursue collections or charge certain fees.
In any such event for any extended period of time, we would likely engage temporary replacement workers, which would result in increased operating costs. Risks Relating to Legal Compliance, Sustainability and Cybersecurity Failure to maintain effective internal control over financial reporting could result in loss of investor confidence and adversely impact our stock price .
Our inability to negotiate acceptable renewals as existing agreements expire has resulted and could in the future result in strikes or work stoppages that disrupt our operations. In any such event for any extended period of time, we would likely engage temporary replacement workers, which would result in increased operating costs.
As of December 31, 2024, we remediated the material weakness that was identified in our internal control over financial reporting for the periods ended December 31, 2023 and 2022 related to the design of certain of our information technology general controls for information systems and applications used in the preparation of our financial statements.
In prior periods, we identified a material weakness in our internal control over financial reporting related to information technology general controls. We implemented remediation measures to address the material weakness, which required significant management attention, time and expense.
Malkin, pursuant to which we and ESRT have agreed to indemnify the Malkin Group and one additional third-party investor in Metro Center, and in connection with our sale of a 9.9% fully diluted interest in ESRT to QIA in 2016, we agreed, subject to certain minimum thresholds and conditions, to indemnify QIA, in each case, against certain tax liabilities that may arise from certain property transactions.
In addition, in connection with ESRT's sale of a 9.9% fully diluted interest to Q REIT Holding LLC in 2016, we agreed, subject to specified thresholds and conditions, to indemnify QIA for certain taxes arising from dividends attributable to capital gains from the sale of U.S. real property interests.
Additionally, the threat or occurrence of a terrorist event may cause people to relocate from New York City and Stamford, Connecticut to less populated, lower-profile areas. This could trigger a decrease in the demand, occupancy and rental rates for, and materially affect the value of, our properties and our cash flow.
A terrorist event in New York City, particularly at a high-profile property such as the Empire State Building, could materially disrupt our operations, reduce demand for our properties and Observatory, and negatively affect occupancy and rental rates.
Removed
Our commercial portfolio is comprised of properties primarily in New York City as well as in Stamford, Connecticut.
Added
We maintain property, business interruption and terrorism insurance for our properties, including aggregate terrorism coverage of up to $2.0 billion for the Empire State Building through a combination of commercial insurance, our captive insurance subsidiary and participation in the federal terrorism insurance program (currently extended through December 31, 2027).
Removed
The current federal tax limits on the deductibility of state and local taxes as well as higher individual tax rate proposals may negatively impact demographic trends in high tax states like New York and Connecticut. We rely on three properties, in particular the Empire State Building and its Observatory, for a significant portion of our revenue.
Added
However, our policies are subject to deductibles, co-insurance and coverage limitations, and certain losses, including losses caused by war or certain public health events, may not be fully insured or insurable on commercially acceptable terms. 9 In addition, insurance premiums may increase, coverage may become unavailable, or policy terms may become less favorable following a terrorist event or other catastrophic incident.
Removed
For fiscal years ended December 31, 2024, 2023 and 2022, we derived revenue of approximately $136.4 million, $129.4 million and $106.0 million, respectively, from the Observatory operations.
Added
If we experience a loss that is uninsured or exceeds our coverage limits, we could incur significant costs, experience loss of capital or property, and continue to be obligated to repay indebtedness secured by the affected property.
Removed
Our revenues declined significantly in 2020, 2021 and 2022, compared to 2019, as a result of the pandemic and government mandated closures and a slow ramp-up in visitor volume after reopening in July 2020, in large part due to travel restrictions. Our visitor volume has not yet fully returned to 2019 levels.
Added
While visitor levels improved from pandemic lows, attendance and revenue remain sensitive to macroeconomic conditions, international tourism patterns, competitive attractions in New York City and weather variability. Our visitor volume has not yet fully returned to pre-pandemic 2019 levels, and our visitor volume decreased in 2025 as compared to 2024.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+2 added−9 removed1 unchanged
Biggest changeTo date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and we believe are not reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.
Biggest changeWe also conduct periodic testing and employee training designed to assess and enhance the effectiveness of our cybersecurity controls. To date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and we believe are not reasonably likely to materially affect our business strategy, results of operations or financial condition.
Refer to the risk factor captioned “Cyberattacks and any failure to comply with related laws could negatively impact us.” in Part I, ITEM 1A. “Risk Factors” for additional description of cybersecurity risks and potential related impacts on the Company. Governance ESRT's Board of Directors oversees our risk management process, including with respect to cybersecurity risks, directly and through its committees.
Refer to the risk factor captioned “Cyberattacks and any failure to comply with related laws could negatively impact us.” in Part I, ITEM 1A. “Risk Factors” for additional description of cybersecurity risks and potential related impacts on the Company. Governance ESRT's Board of Directors oversees cybersecurity risk management, primarily through the Audit Committee.
Removed
To protect our information systems from cybersecurity threats, we use various security tools that help us identify, escalate, investigate, resolve, and recover from security incidents in a timely manner. 24 We partner with third parties to implement and assess the effectiveness of our cybersecurity prevention and response systems and processes.
Added
We use a combination of internal personnel and third-party service providers to monitor, detect and respond to potential cybersecurity threats. 23 We maintain a cyber incident response plan that is reviewed periodically and tested through tabletop exercises involving management and other key personnel.
Removed
We have a Managed Service Provider (MSP) and Managed Security Services Provider (MSSP) that provide 24 x 7 x 365 Network Operations Center and Security Operations Center (SOC) and works with our information technology (IT) team to employ a variety of monitoring technologies to detect and be alerted to potential cyber threats, as well as establish and implement procedures for the mitigation and remediation of any cybersecurity incidents.
Added
The Audit Committee receives periodic reports regarding cybersecurity risks, strategy and incidents. Our Chief Technology Officers ("CTOs") are responsible for leading our cybersecurity risk management efforts and reports to the Audit Committee on cybersecurity matters. Our CTOs have extensive experience in information technology and cybersecurity.
Removed
We conduct an annual penetration test, regular phishing tests, and annual cybersecurity training for our employees. Additionally, the management team of the Company has developed a cyber incident response plan to deploy in the event of a cyber threat.
Removed
This plan is reviewed and updated at least annually and tested from time to time through tabletop exercises involving management and other key personnel, and may also include participation from ESRT's Board and outside experts.
Removed
As part of regular business continuity planning, department heads are required to consider key technology systems used by their respective teams and the impact to the Company and other stakeholders in the event that such systems become compromised or unavailable.
Removed
Additionally, we monitor and identify cybersecurity risks posed by third-party vendors who provide software and/or hardware to the Company or otherwise have access to our Company systems and have a cyber review process that is part of vendor onboarding.
Removed
The Audit Committee of ESRT's Board oversees our risk management program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term timeframe. Audit Committee meetings include discussions of specific risk areas throughout the year, including, among others, those relating to cybersecurity, and reports on our enterprise risk profile on a quarterly basis.
Removed
Our Chief Technology Officer (CTO) is responsible for leading the assessment and management of cybersecurity risks, oversees teams across the Company supporting our cybersecurity policies and procedures around prevention, detection, mitigation and remediation of cybersecurity incidents, and reports at least quarterly to the Audit Committee on cybersecurity strategy and risks.
Removed
Our CTO has over 25 years of experience in cybersecurity and information technology, is the Chair of the Real Estate Board of Cyber Committee, a Board Member of the Real Estate Cyber Consortium and is a Board Member of the Global Cyber Consortium. 25

Item 2. Properties

Properties — owned and leased real estate

31 edited+14 added−7 removed3 unchanged
Biggest changeYear Ended December 31, 2024 (1) 2023 (1) 2022 (1) New and renewal leases entered into during the year (square feet) 1,324,824 981,907 1,223,325 Weighted average annualized cash rent per square foot for new and renewal leases executed during the year $ 72.12 $ 65.43 $ 61.27 Weighted average annualized cash rent per square foot for previous leases $ 69.66 $ 61.46 $ 59.50 Increase in mark-to-market rent 3.5 % 6.5 % 3.0 % (1) Beginning in 2024, the number of leases signed include "Early Renewals" which are leases signed over two years prior to the lease expiration.
Biggest changeYear Ended December 31, 2025 2024 2023 New and renewal leases, including Early Renewals, entered into during the year (square feet) 1,009,009 1,324,824 981,907 Weighted average annualized cash rent per square foot for new and renewal leases executed during the year $ 75.10 $ 72.12 $ 65.43 Weighted average annualized cash rent per square foot for previous leases $ 71.40 $ 69.66 $ 61.46 Increase in mark-to-market rent 5.2 % 3.5 % 6.5 % The following tables set forth a summary schedule of expirations for leases in place as of December 31, 2025 plus available space for each of the ten calendar years beginning with the year ended December 31, 2026 at the office and retail properties in our commercial portfolio.
Lease Expirations The following table sets forth new and renewal leases entered into at our properties, the weighted average annualized cash rent per square foot for new and renewal leases executed during the year, the previous weighted average annualized cash rent prior to the renewal or re-leasing of these leases and the percent increase in mark-to-market rent.
Lease Activity and Expirations The following table sets forth new and renewal leases entered into at our properties, the weighted average annualized cash rent per square foot for new and renewal leases executed during the year, the previous weighted average annualized cash rent prior to the renewal or re-leasing of these leases and the percent increase in mark-to-market rent.
(4) Represents the percentage of occupied rentable square feet of the Company's retail portfolio. (5) Represents the percentage of annualized rent, including base rent and base rent and current reimbursement for operating expenses and real estate taxes, of the Company's retail portfolio.
(4) Represents the percentage of office annualized rent, including base rent and base rent and current reimbursement for operating expenses and real estate taxes, of the Company's office portfolio. (5) Represents the percentage of retail occupied rentable square feet of the Company's retail portfolio.
See Part II, ITEM 7, "Management's Discussion and Analysis of Financial Condition of Results of Operations — Net Operating Income" for the definition of NOI and a reconciliation to net income, the most directly comparable GAAP measure, to NOI. Refer to "Financial Statements — Note 3 Acquisitions and Dispositions" in this Annual Report on Form 10-K.
See Part II, ITEM 7, "Management's Discussion and Analysis of Financial Condition of Results of Operations — Net Operating Income" for the definition of NOI and a reconciliation to net income, the most directly comparable GAAP measure, to NOI. Refer to "Financial Statements — Note 3 Acquisitions and Dispositions" in this Annual Report on Form 10-K for additional information.
Annualized Rentable Percent Percent Rent per Square Occupied Leased Annualized Occupied Number of Property Name Location or Sub-Market Feet (1) (2),(3) (3),(4) Rent (5) Square Foot (6) Leases (7) Office - Manhattan The Empire State Building Penn Station -Times Sq.
Annualized Rentable Percent Percent Rent per Square Occupied Leased Annualized Occupied Number of Property Name Location or Sub-Market Feet (1) (2),(3) (3),(4) Rent (5) Square Foot (6) Leases (7) Office (8) The Empire State Building Penn Station -Times Sq.
(6) Represents annualized rent under leases commenced as of December 31, 2024 divided by occupied square feet. (7) Represents the number of leases at each property or on a portfolio basis.
(6) Represents annualized rent under leases commenced as of December 31, 2025 divided by occupied square feet. (7) Represents the number of leases at each property or on a portfolio basis.
Our real estate segment includes all activities related to the ownership, management, operation, acquisition, repositioning and disposition of all of our real estate assets other than the observatory at the Empire State Building, which is included in our Observatory segment. The tables below present an overview as of December 31, 2024 .
Our real estate segment includes all activities related to the ownership, management, operation, acquisition, repositioning and disposition of all of our real estate assets other than the observatory at the Empire State Building, which is included in our Observatory segment. 24 The tables below present an overview as of December 31, 2025 .
(2) Based on leases signed and commenced as of December 31, 2024 . (3) Percent occupied and percent leased exclude 110,035 rentable square feet of broadcasting and storage space. (4) Includes occupied space plus leases signed but not commenced as of December 31, 2024. (5) Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.
(2) Based on leases signed and commenced as of December 31, 2025 . (3) Percent occupied and percent leased exclude 109,456 rentable square feet of broadcasting and storage space. (4) Includes occupied space plus leases signed but not commenced as of December 31, 2025. (5) Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.
(2) Excludes (i) 195,410 square feet of space across the Company's portfolio attributable to building management use and tenant amenities, (ii) 85,334 square feet of space attributable to the Company's Observatory, and (iii) square footage related to the Company's residential units. (3) Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.
(3) Excludes (i) 186,226 square feet of space across the Company's portfolio attributable to building management use and tenant amenities, (ii) 85,334 square feet of space attributable to the Company's Observatory, and (iii) square footage related to the Company's residential units . (4) Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.
Our tenants represent a broad array of industries as follows: Diversification by Industry Percent (1) Arts and entertainment 3.1 % Broadcast 1.0 % Consumer goods 16.2 % Finance, insurance and real estate 15.0 % Government entity 2.1 % Healthcare 1.7 % Legal services 5.9 % Non-profit 4.8 % Professional services (not including legal services) 9.7 % Retail 19.4 % Technology, media and advertising 18.2 % Others 2.9 % Total 100.0 % (1) Based on annualized rent.
Our tenants represent a broad array of industries as follows: Diversification by Industry Percent (1) (2) Arts & entertainment 3.2 % Broadcast 1.0 % Consumer goods 18.4 % Finance, insurance, real estate 12.6 % Government entity 2.2 % Healthcare 2.0 % Legal services 5.5 % Non-profit 4.5 % Professional services 8.8 % Retail 20.1 % Technology, media and advertising 16.0 % Other 5.7 % Total 100.0 % (1) Based on annualized rent.
Jan. 2038 11.7 % 9.8 % URBAN OUTFITTERS 1333 Broadway Sep. 2029 8.2 % 8.7 % Foot Locker, Inc. 112 West 34th Street Sep. 2031 4.9 % 8.1 % The TJX Companies, Inc. 250 West 57th Street Nov. 2030 6.7 % 4.8 % CVS Albany, L.L.C. 298 Mulberry Street Jan. 2030 - Dec. 2040 3.1 % 3.7 % New Cingular Wireless PCS, LLC 250 West 57th Street, ESB, 10 Union Sq.
Jan. 2038 10.9 % 8.3 % Foot Locker, Inc. 112 West 34th Street Sep. 2031 4.6 % 7.5 % URBAN OUTFITTERS 1333 Broadway Sep. 2029 7.6 % 7.3 % The TJX Companies, Inc. 250 West 57th Street Feb. 2041 6.3 % 4.6 % Capital One, National Association 130 Mercer Street Nov. 2033 1.8 % 3.4 % CVS Albany, L.L.C. 298 Mulberry Street, 561 10th Avenue Jan. 2030 - Dec. 2040 2.9 % 3.1 % New Cingular Wireless PCS, LLC 250 West 57th Street, ESB, 10 Union Sq.
(4) Represents leases that are included in occupancy as of December 31, 2024 and expire on December 31, 2024 . (5) Excludes (i) retail space in our Manhattan office properties and (ii) the Empire State Building broadcasting licenses and Observatory operations. (6) Includes a telecom lease with no square footage.
(5) Represents leases that are included in occupancy as of December 31, 2025 and expire on December 31, 2025 . (6) Excludes (i) retail space in our Manhattan office properties and (ii) the Empire State Building broadcasting licenses and Observatory operations.
Top 10 Office Tenants Percent of Occupied Rentable Square Feet (2) Percent of Office Annualized Rent (3) Tenant Property Lease Expiration (1) LinkedIn Empire State Building Mar. 2025 - Aug. 2036 6.7 % 7.4 % Flagstar Bank 1400 Broadway Aug. 2039 4.5 % 4.3 % Centric Brands Inc.
Top 10 Office Tenants (1) Percent of Occupied Rentable Square Feet (3) Percent of Office Annualized Rent (4) Tenant Property Lease Expiration (2) LinkedIn Empire State Building Feb. 2026 - Aug. 2036 6.0 % 6.9 % Flagstar Bank 1400 Broadway Aug. 2039 4.5 % 4.2 % Scholastic Inc. 130 Mercer Street Dec. 2040 3.2 % 3.9 % Centric Brands Inc.
Portfolio Transaction Activity On March 28, 2024, we executed a buyout of the 10% non-controlling interest in two of our multifamily properties located at 561 10 th Avenue and 345 East 94 th Street in Manhattan for $14.2 million in cash and the assumption of $18.0 million of in-place debt and now own 100% of the ownership interests in these assets. 30 In September and October 2024, we closed on the acquisition of a portfolio of retail properties on North 6 th Street in Williamsburg, Brooklyn for a purchase price of $195.0 million.
In March 2024, we executed a buyout of the 10% non-controlling interest in two of our multifamily properties located at 561 10 th Avenue and 345 East 94 th Street in Manhattan for $14.2 million in cash and the assumption of $18.0 million of in-place debt and now own 100% of the ownership interests in these assets.
(8) Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 39 years (expiring December 31, 2063). (9) Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 52 years (expiring June 10, 2077).
(10) Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 51 years (expiring June 10, 2077). (11) Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 25 years (expiring July 31, 2050).
ITEM 2. PROPERTIES Summary of Office, Retail, and Multifamily Portfolio As of December 31, 2024 , our office and retail portfolio was comprised of approximately 7.8 million rentable square feet of office space and 0.8 million rentable square feet of retail space and was approximately 88.6% occupied and 93.5% leased, yielding approximately $544.0 million of annualized rent.
ITEM 2. PROPERTIES Summary of Office, Retail, and Multifamily Portfolio As of December 31, 2025 , our portfolio was comprised of approximately 7.9 million rentable square feet of office space and 0.8 million rentable square feet of retail space.
Empire State Building Oct. 2028 3.7 % 3.1 % PVH Corp. 501 Seventh Avenue Jan. 2026 - Oct. 2028 3.4 % 3.0 % Institutional Capital Network, Inc. One Grand Central Place Dec. 2041 2.0 % 2.3 % Coty Inc.
Empire State Building Oct. 2028 3.6 % 3.1 % PVH Corp. 501 Seventh Avenue Jan. 2026 - Oct. 2028 3.4 % 2.9 % Institutional Capital Network, Inc.
Empire State Building Apr. 2029 1.6 % 1.7 % 27 Top 10 Retail Tenants Percent of Occupied Rentable Square Feet (4) Percent of Retail Annualized Rent (5) Tenant Property Lease Expiration (1) Sephora USA, Inc. 112 West 34th Street Jan. 2029 1.6 % 11.0 % Target Corporation 112 West 34th St., 10 Union Sq.
Empire State Building Jan. 2030 2.2 % 2.0 % Li & Fung 1359 Broadway, ESB Oct. 2027 - Oct. 2028 2.1 % 1.8 % 26 Top 10 Retail Tenants (1) Percent of Occupied Rentable Square Feet (5) Percent of Retail Annualized Rent (6) Tenant Property Lease Expiration (2) Sephora USA, Inc. 112 West 34th Street, 130 Mercer Street Jan. 2029 - Jan. 2034 2.9 % 14.7 % Target Corporation 112 West 34th St., 10 Union Sq.
The following tables set forth information regarding the 10 largest office tenants and 10 largest retail tenants in our commercial portfolio based on the respective annualized rent as of December 31, 2024 .
(2) Includes in-place tenants at 130 Mercer Street which was acquired in December 2025 and will be redeveloped. The following tables set forth information regarding the 10 largest office tenants and 10 largest retail tenants in our commercial portfolio based on the respective annualized rent as of December 31, 2025 .
For tenants with more than two leases, the lease expiration is shown as a range. (2) Represents the percentage of occupied rentable square feet of the Company's office portfolio. (3) Represents the percentage of annualized rent, including base rent and base rent and current reimbursement for operating expenses and real estate taxes, of the Company's office portfolio.
(2) Expiration dates are per lease and do not assume exercise of renewal or extension options. For tenants with more than two leases, the lease expiration is shown as a range. (3) Represents the percentage of occupied office rentable square feet of the Company's office portfolio.
South 17,017 82.2 % 82.2 % 1,670,565 119.50 6 561 10th Avenue Hudson Yards 11,822 100.0 % 100.0 % 1,618,301 136.89 2 298 Mulberry Street NoHo 10,365 100.0 % 100.0 % 1,981,708 191.19 1 345 East 94th Street Upper East Side 3,700 100.0 % 100.0 % 254,444 68.77 1 Total/Weighted Average Retail Properties 766,439 90.4 % 94.1 % 96,366,558 139.02 94 Portfolio Total 8,616,284 88.6 % 93.5 % $ 543,963,188 $ 71.52 580 26 (1) Excludes (i) 195,410 square feet of space across the Company's portfolio attributable to building management use and tenant amenities, (ii) 85,334 square feet of space attributable to the Company's Observatory, and (iii) square footage related to the Company's residential units.
South 17,017 100.0 % 100.0 % 2,078,883 122.17 7 561 10th Avenue Hudson Yards 11,822 100.0 % 100.0 % 1,626,620 137.59 2 298 Mulberry Street NoHo 10,365 100.0 % 100.0 % 1,986,316 191.64 1 345 East 94th Street Upper East Side 3,700 100.0 % 100.0 % 261,359 70.64 1 Total/Weighted Average Retail Properties 758,525 94.4 % 95.3 % 104,085,542 145.30 98 Portfolio Total 8,324,766 90.3 % 93.6 % $ 552,036,848 $ 73.71 531 (1) Excludes (i) 186,226 square feet of space across the Company's portfolio attributable to building management use and tenant amenities, (ii) 85,334 square feet of space attributable to the Company's Observatory, and (iii) square footage related to the Company's residential units .
(10) Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 26 years (expiring July 31, 2050). Tenant Diversification As of December 31, 2024 , our office and retail portfolios were leased to a diverse tenant base consisting of approximately 580 leases.
As of December 31, 2025, the percent occupied and percent leased were 70.6%, which was comprised of 68.3% for office space and 100% for retail space. (9) Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 38 years (expiring December 31, 2063).
South 19,511 44.0 % 100.0 % 2,161,613 251.94 4 1400 Broadway (8) Penn Station -Times Sq.
South 19,511 100.0 % 100.0 % 4,140,247 212.20 6 1400 Broadway (9) Penn Station -Times Sq.
South 88,445 77.4 % 78.7 % 7,856,065 114.72 11 North Sixth Street Collection Williamsburg - Brooklyn 87,880 77.3 % 90.4 % 8,964,050 131.99 15 One Grand Central Place Grand Central 70,810 100.0 % 100.0 % 7,866,157 111.09 12 1333 Broadway Penn Station -Times Sq.
South 88,143 78.3 % 78.3 % 7,989,316 115.79 11 North Sixth Street Collection (12) Williamsburg - Brooklyn 87,355 91.2 % 97.5 % 11,408,527 143.17 16 One Grand Central Place Grand Central 70,810 100.0 % 100.0 % 8,673,298 122.49 12 1333 Broadway Penn Station -Times Sq.
South 67,001 100.0 % 100.0 % 10,381,904 154.95 4 250 West 57th Street Columbus Circle - West Side 63,443 93.2 % 93.2 % 8,571,735 145.04 6 10 Union Square Union Square 57,094 91.8 % 91.8 % 8,290,772 158.25 9 1542 Third Avenue Upper East Side 56,211 95.0 % 95.0 % 2,511,068 47.03 3 1010 Third Avenue Upper East Side 38,235 100.0 % 100.0 % 3,421,053 89.47 2 1359 Broadway Penn Station -Times Sq.
South 67,001 100.0 % 100.0 % 10,507,517 156.83 4 250 West 57th Street Columbus Circle - West Side 63,443 93.2 % 94.8 % 9,237,589 156.30 6 1542 Third Avenue Upper East Side 58,161 100.0 % 100.0 % 3,093,298 53.19 4 10 Union Square Union Square 58,049 88.2 % 88.2 % 7,962,960 155.51 8 1359 Broadway Penn Station -Times Sq.
Jan. 2029 - Apr. 2033 1.3 % 3.4 % JP Morgan Chase Bank One Grand Central Place Dec. 2027 3.1 % 3.2 % The New York City School Construction Authority 1010 Third Avenue Mar. 2039 4.1 % 3.1 % Starbucks 1542 Third Avenue, 1350 Broadway, 1359 Broadway, 10 Union Sq., ESB Jun. 2025 - Oct. 2032 4.7 % 3.0 % (1) Expiration dates are per lease and do not assume exercise of renewal or extension options.
Jan. 2029 - Apr. 2033 1.2 % 2.9 % The New York City School Construction Authority 1010 Third Avenue Mar. 2039 3.8 % 2.7 % JP Morgan Chase Bank One Grand Central Place Dec. 2027 2.9 % 2.6 % (1) Includes in-place tenants at 130 Mercer Street which was acquired in December 2025 and will be redeveloped.
South 29,247 99.4 % 99.4 % 2,221,959 76.40 5 501 Seventh Avenue Penn Station -Times Sq. South 27,213 73.1 % 89.4 % 1,433,160 72.08 6 77 West 55th Street Midtown 25,388 100.0 % 100.0 % 2,083,627 82.07 3 1350 Broadway (10) Penn Station -Times Sq.
South 29,247 99.4 % 99.4 % 2,250,533 77.39 5 1010 Third Avenue Upper East Side 28,243 100.0 % 100.0 % 3,077,783 108.98 1 501 Seventh Avenue Penn Station -Times Sq. South 27,213 85.3 % 85.3 % 1,656,260 71.37 7 77 West 55th Street Midtown 25,388 100.0 % 100.0 % 2,112,538 83.21 3 1350 Broadway (11) Penn Station -Times Sq.
Net Operating Income ("NOI") from our office, retail, multifamily, and Observatory operations were approximately 58%, 12%, 5%, and 25% of total NOI, respectively, after the effect of the 2024 acquisitions, annualized based on fourth quarter results, and the removal of First Stamford Place NOI.
Net Operating Income ("NOI") from our office, retail, multifamily, and Observatory operations were approximately 29 57%, 16%, 5%, and 22% of total NOI, respectively, after the effect of the 2025 acquisitions and disposition, through an implied annualized NOI for 130 Mercer derived from its purchase price and Asset Value calculated in accordance with our credit facility agreement, and the removal of Metro Center NOI.
In September 2024, we entered into an agreement to acquire an additional retail asset on North 6 th Street in Williamsburg, Brooklyn for approximately $30.0 million. This acquisition is subject to customary closing conditions. The acquisition is anticipated to close in mid-2025.
In September and October 2024, we closed on the acquisition of a portfolio of retail properties on North 6 th Street in Williamsburg, Brooklyn for an aggregate purchase price of $195.0 million.
South 2,712,743 92.5 % 95.5 % $ 167,921,372 $ 67.66 150 One Grand Central Place Grand Central 1,231,231 84.9 % 95.2 % 69,263,888 66.39 137 1400 Broadway (8) Penn Station -Times Sq. South 917,281 87.0 % 94.5 % 48,759,260 61.09 18 111 West 33rd Street (9) Penn Station -Times Sq.
South 2,711,351 91.8 % 96.0 % $ 172,538,871 $ 69.96 148 One Grand Central Place Grand Central 1,227,813 84.6 % 93.1 % 66,643,364 64.30 116 1400 Broadway (9) Penn Station -Times Sq. South 917,281 92.9 % 96.8 % 54,120,027 63.57 17 111 West 33rd Street (10) Penn Station -Times Sq.
Empire State Building Jan. 2030 2.3 % 2.0 % Macy's 111 West 33rd Street May 2030 1.9 % 2.0 % Li & Fung 1359 Broadway, ESB Oct. 2027 - Oct. 2028 2.2 % 1.9 % FDIC Empire State Building Dec. 2025 1.7 % 1.7 % Shutterstock, Inc.
One Grand Central Place Dec. 2041 2.2 % 2.4 % Burlington Merchandising Corporation 1400 Broadway Dec. 2042 2.4 % 2.3 % Macy's 111 West 33rd Street May 2030 1.9 % 2.0 % Coty Inc.
Removed
South 639,595 97.6 % 100.0 % 43,427,737 69.53 22 250 West 57th Street Columbus Circle - West Side 474,790 83.5 % 84.8 % 26,300,689 66.45 30 1359 Broadway Penn Station -Times Sq. South 456,567 80.7 % 90.8 % 23,022,570 62.51 29 501 Seventh Avenue Penn Station -Times Sq.
Added
Our portfolio was approximately 90.3% occupied and 93.6% leased, excluding properties that are under redevelopment, yielding approximately $552.0 million of annualized rent.
Removed
South 454,788 90.7 % 90.7 % 22,376,790 54.39 19 1350 Broadway (10) Penn Station -Times Sq. South 384,225 87.4 % 93.9 % 20,143,028 60.15 49 1333 Broadway Penn Station -Times Sq.
Added
South 639,629 93.1 % 94.3 % 42,126,994 70.69 21 250 West 57th Street Columbus Circle - West Side 476,847 82.9 % 84.2 % 28,124,627 71.27 28 1359 Broadway Penn Station -Times Sq. South 456,634 87.1 % 87.1 % 23,777,747 59.87 29 501 Seventh Avenue Penn Station -Times Sq.
Removed
South 296,349 83.4 % 90.0 % 14,653,535 59.27 12 Office - Manhattan 7,567,569 89.0 % 94.2 % 435,868,869 65.00 466 Office - Greater New York Metropolitan Area Metro Center Stamford, CT 282,276 73.2 % 74.9 % 11,727,761 56.76 20 Office - Greater New York Metropolitan Area 282,276 73.2 % 74.9 % 11,727,761 56.76 20 Total/Weighted Average Office Properties 7,849,845 88.4 % 93.5 % 447,596,630 64.76 486 Retail Properties 112 West 34th Street (9) Penn Station -Times Sq.
Added
South 455,432 89.2 % 89.2 % 22,687,884 55.89 15 1350 Broadway (11) Penn Station -Times Sq. South 384,128 93.4 % 94.2 % 22,468,237 62.74 48 1333 Broadway Penn Station -Times Sq.
Removed
South 93,057 100.0 % 100.0 % 25,078,377 269.49 4 The Empire State Building Penn Station -Times Sq.
Added
South 297,126 89.8 % 89.8 % 15,463,555 57.98 11 Total/Weighted Average Office Properties 7,566,241 89.9 % 93.5 % 447,951,306 66.14 433 Retail Properties (8) 112 West 34th Street (10) Penn Station -Times Sq. South 93,057 100.0 % 100.0 % 26,022,498 279.64 4 The Empire State Building Penn Station -Times Sq.
Removed
Amounts for number of leases signed, total square feet, leasing commission costs per square foot and tenant improvement costs per square foot have been adjusted to include the impact of early renewals for the twelve months ended December 31, 2023 and December 31, 2022 .
Added
(8) Excludes approximately 396,000 square feet of space, comprised of 368,000 square feet of office space and 28,000 square feet of retail space, related to the December 2025 acquisition of 130 Mercer Street, which will be redeveloped.
Removed
The following tables set forth a summary schedule of expirations for leases in place as of December 31, 2024 plus available space for each of the ten calendar years beginning with the year ended December 31, 2025 at the office and retail properties in our commercial portfolio.
Added
(12) Excludes approximately 15,000 square feet of space related to the June 30, 2025 acquisition of 86-90 North 6 th Street, which is under redevelopment.
Removed
The information set forth in the table assumes that tenants exercise no renewal options and/or all early termination rights. 28 Office and Retail Portfolio Year of Lease Expiration Number of Leases Expiring (1) Rentable Square Feet Expiring (2) Percent of Portfolio Rentable Square Feet Expiring Annualized Rent (3) Percent of Annualized Rent Annualized Rent Per Rentable Square Foot Available — 592,749 6.9 % $ — — % $ — Signed leases not commenced 30 418,308 4.9 % — — % — Fourth quarter 2024 (4) 12 62,705 0.7 % 3,815,250 0.7 % 60.84 2025 71 561,379 6.5 % 38,059,602 7.0 % 67.80 2026 74 703,062 8.2 % 43,294,762 8.0 % 61.58 2027 88 698,520 8.1 % 47,545,063 8.7 % 68.07 2028 61 860,478 10.0 % 51,645,522 9.5 % 60.02 2029 63 790,481 9.2 % 67,843,206 12.5 % 85.83 2030 54 768,868 8.9 % 56,995,847 10.5 % 74.13 2031 27 205,241 2.4 % 22,456,781 4.1 % 109.42 2032 29 365,291 4.2 % 27,356,096 5.0 % 74.89 2033 33 302,642 3.5 % 22,596,775 4.2 % 74.67 2034 22 331,909 3.9 % 24,662,688 4.5 % 74.31 Thereafter 46 1,954,651 22.6 % 137,691,596 25.3 % 70.44 Total 610 8,616,284 100.0 % $ 543,963,188 100.0 % $ 71.52 Manhattan Office Properties (5) Year of Lease Expiration Number of Leases Expiring (1) Rentable Square Feet Expiring (2) Percent of Portfolio Rentable Square Feet Expiring Annualized Rent (3) Percent of Annualized Rent Annualized Rent Per Rentable Square Foot Available — 476,851 6.3 % $ — — % $ — Signed leases not commenced 23 385,303 5.1 % — — % Fourth quarter 2024 (4) 12 62,705 0.8 % 3,815,250 0.9 % 60.84 2025 64 527,068 7.0 % 35,958,524 8.2 % 68.22 2026 64 602,635 8.0 % 37,033,613 8.5 % 61.45 2027 77 615,168 8.1 % 37,904,393 8.7 % 61.62 2028 55 840,106 11.1 % 49,175,905 11.3 % 58.54 2029 49 643,455 8.5 % 42,161,109 9.7 % 65.52 2030 39 662,664 8.8 % 43,478,449 10.0 % 65.61 2031 17 122,021 1.6 % 8,840,245 2.0 % 72.45 2032 22 326,723 4.3 % 24,101,729 5.5 % 73.77 2033 18 194,949 2.6 % 12,324,950 2.8 % 63.22 2034 16 307,701 4.1 % 21,263,418 4.9 % 69.10 Thereafter 33 1,800,220 23.7 % 119,811,284 27.5 % 66.55 Total 489 7,567,569 100.0 % $ 435,868,869 100.0 % $ 65.00 29 Greater New York Metropolitan Area Office Properties Year of Lease Expiration Number of Leases Expiring (1) Rentable Square Feet Expiring (2) Percent of Portfolio Rentable Square Feet Expiring Annualized Rent (3) Percent of Annualized Rent Annualized Rent Per Rentable Square Foot Available — 70,732 25.1 % $ — — % $ — Signed leases not commenced 1 4,910 1.6 % — — % — Fourth quarter 2024 (4) — — — % — — % — 2025 3 16,474 5.8 % 855,995 7.3 % 51.96 2026 1 23,268 8.2 % 1,418,307 12.1 % 60.96 2027 4 21,546 7.6 % 1,214,965 10.4 % 56.39 2028 2 11,480 4.1 % 647,970 5.5 % 56.44 2029 2 12,183 4.3 % 703,884 6.0 % 57.78 2030 3 29,062 10.3 % 1,787,898 15.2 % 61.52 2031 1 15,030 5.4 % 820,187 7.0 % 54.57 2032 (6) 2 7,281 2.6 % 430,652 3.7 % 59.15 2033 1 63,173 22.4 % 3,480,347 29.7 % 55.09 2034 — — — % — — % — Thereafter 1 7,137 2.6 % 367,556 3.1 % 51.50 Total 21 282,276 100.0 % $ 11,727,761 100.0 % $ 56.76 Retail Properties Year of Lease Expiration Number of Leases Expiring (1) Rentable Square Feet Expiring (2) Percent of Portfolio Rentable Square Feet Expiring Annualized Rent (3) Percent of Annualized Rent Annualized Rent Per Rentable Square Foot Available — 45,166 5.9 % $ — — % $ — Signed leases not commenced 6 28,095 3.7 % — — % — Fourth quarter 2024 (4) — — — % — — % — 2025 4 17,837 2.3 % 1,245,083 1.3 % 69.80 2026 9 77,159 10.1 % 4,842,842 5.0 % 62.76 2027 7 61,806 8.1 % 8,425,705 8.7 % 136.33 2028 4 8,892 1.2 % 1,821,647 1.9 % 204.86 2029 12 134,843 17.6 % 24,978,213 25.9 % 185.24 2030 12 77,142 10.0 % 11,729,500 12.2 % 152.05 2031 9 68,190 8.9 % 12,796,349 13.3 % 187.66 2032 5 31,287 4.1 % 2,823,715 2.9 % 90.25 2033 14 44,520 5.8 % 6,791,478 7.1 % 152.55 2034 6 24,208 3.1 % 3,399,270 3.5 % 140.42 Thereafter 12 147,294 19.2 % 17,512,756 18.2 % 118.90 Total 100 766,439 100.0 % $ 96,366,558 100.0 % $ 139.02 (1) If a tenant has more than one lease, whether or not at the same property, but with different expirations, the number of leases is calculated equal to the number of leases with different expirations.
Added
As of December 31, 2025, the percent occupied and percent leased were 0% and 49.5%, respectively. 25 Tenant Diversification As of December 31, 2025 , our office and retail portfolios were leased to a diverse tenant base consisting of approximately 537 leases.
Added
(6) Represents the percentage of retail annualized rent, including base rent and base rent and current reimbursement for operating expenses and real estate taxes, of the Company's retail portfolio.
Added
The information set forth in the table assumes that tenants exercise no renewal options and/or early termination rights. 27 Office and Retail Portfolio (1) Year of Lease Expiration Number of Leases Expiring (2) Rentable Square Feet Expiring (3) Percent of Portfolio Rentable Square Feet Expiring Annualized Rent (4) Percent of Annualized Rent Annualized Rent Per Rentable Square Foot Available — 680,169 7.8 % $ — — % $ — Signed leases not commenced 20 282,664 3.2 % — — % — Fourth quarter 2025 (5) 7 137,688 1.6 % 8,983,175 1.5 % 65.24 2026 58 438,754 5.1 % 27,327,321 4.6 % 62.28 2027 77 637,739 7.3 % 43,493,933 7.4 % 68.20 2028 61 861,251 9.9 % 52,878,916 9.1 % 61.40 2029 67 744,680 8.5 % 65,659,565 11.2 % 88.17 2030 55 697,240 8.0 % 52,285,897 9.0 % 74.99 2031 41 246,641 2.8 % 28,524,653 4.9 % 115.65 2032 30 383,114 4.4 % 29,289,194 5.0 % 76.45 2033 39 294,059 3.4 % 26,057,091 4.5 % 88.61 2034 25 385,204 4.4 % 35,475,299 6.1 % 92.09 2035 24 466,371 5.3 % 32,847,860 5.6 % 70.43 Thereafter 53 2,479,235 28.3 % 181,172,820 31.1 % 73.08 Total 557 8,734,809 100.0 % $ 583,995,724 100.0 % $ 75.14 Office Properties (1),(6) Year of Lease Expiration Number of Leases Expiring (2) Rentable Square Feet Expiring (3) Percent of Portfolio Rentable Square Feet Expiring Annualized Rent (4) Percent of Annualized Rent Annualized Rent Per Rentable Square Foot Available — 637,194 6.9 % $ — — % $ — Signed leases not commenced 17 268,943 3.6 % — — % — Fourth quarter 2025 (5) 6 137,335 1.8 % 8,947,459 2.0 % 65.15 2026 55 422,156 5.6 % 26,174,557 5.8 % 133.68 2027 71 577,734 7.6 % 35,215,245 7.9 % 60.95 2028 57 849,841 11.2 % 51,044,781 11.4 % 60.06 2029 55 619,338 8.2 % 40,904,165 9.1 % 66.05 2030 44 666,742 8.8 % 45,008,542 10.0 % 67.51 2031 30 171,927 2.3 % 12,659,300 2.8 % 73.63 2032 23 344,120 4.5 % 25,255,254 5.6 % 73.39 2033 25 236,815 3.1 % 15,284,089 3.4 % 64.54 2034 16 343,749 4.5 % 24,217,107 5.4 % 70.45 2035 20 458,489 6.1 % 31,568,132 7.0 % 68.85 Thereafter 34 2,199,624 25.8 % 152,046,970 29.6 % 147.60 Total 453 7,934,007 100.0 % $ 468,325,601 100.0 % $ 66.64 28 Retail Properties (1) Year of Lease Expiration Number of Leases Expiring (2) Rentable Square Feet Expiring (3) Percent of Portfolio Rentable Square Feet Expiring Annualized Rent (4) Percent of Annualized Rent Annualized Rent Per Rentable Square Foot Available — 42,975 4.7 % $ — — % $ — Signed leases not commenced 3 13,721 0.9 % — — % — Fourth quarter 2025 (5) 1 353 — % 35,716 — % 101.18 2026 3 16,598 2.2 % 1,152,764 1.1 % 69.45 2027 6 60,005 7.9 % 8,278,688 8.0 % 137.97 2028 4 11,410 1.5 % 1,834,135 1.8 % 160.75 2029 12 125,342 16.5 % 24,755,400 23.8 % 197.50 2030 11 30,498 4.0 % 7,277,355 7.0 % 238.62 2031 11 74,714 9.8 % 15,865,353 15.2 % 212.35 2032 7 38,994 5.1 % 4,033,940 3.9 % 103.45 2033 14 57,244 5.8 % 10,773,002 6.6 % 448.40 2034 9 41,455 3.6 % 11,258,192 3.4 % 666.25 2035 4 7,882 1.0 % 1,279,728 1.2 % 162.36 Thereafter 19 279,611 37.0 % 29,125,850 28.0 % 104.17 Total 104 800,802 100.0 % $ 115,670,123 100.0 % $ 155.45 (1) Includes in-place leases at 130 Mercer Street which was acquired in December 2025 and will be redeveloped.
Added
(2) If a tenant has more than one lease, whether or not at the same property, but with different expirations, the number of leases is calculated equal to the number of leases with different expirations.
Added
Portfolio Transaction Activity In December 2025, we closed on the sale of an office property, Metro Center, in Stamford, Connecticut at a sale price of $64.0 million in addition to a release to us of approximately $6.2 million of restricted cash previously held in escrow. In connection with this sale we repaid the related $71.6 million mortgage.
Added
In December 2025, we closed on the acquisition of 130 Mercer Street (555-557 Broadway, "The Scholastic Building"), located in the SoHo submarket of Manhattan, for a purchase price of $386.0 million. In June 2025, we closed on the acquisition of two retail properties on North 6 th Street in Williamsburg, Brooklyn for a purchase price of $31.0 million.
Added
In September 2023, we closed on the acquisition of a Williamsburg retail property located on the corner of North 6 th Street and Wythe Avenue in Brooklyn, New York, for a purchase price of $26.4 million .
Added
In April 2023, we closed on the sale of 500 Mamaroneck Avenue in Harrison, New York at a gross asset valuation of $53.0 million . In February 2023, we closed on the sale of 69-97 and 103-107 Main Street in Westport, Connecticut at a gross asset valuation of $40.0 million .

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+4 added−2 removed11 unchanged
Biggest changeOn February 26, 2025, the last sales price for our Series 250 OP Units on the NYSE Arca was $8.18 per unit.
Biggest changeOn February 24, 2026, the last sales price on the NYSE Arca for our Series ES OP Units, Series 60 OP Units and Series 250 OP Units was $5.80, $5.59 and $5.55, respectively, per unit.
See ITEM 1A, "Risk Factors," and ITEM 7, "Management's Discussion and Analysis of Financial Conditions and Results of Operations," of this Annual Report on Form 10-K, for information regarding the sources of funds used for dividends and for a discussion of factors, if any, which may adversely affect our ability to make distributions to our securityholders.
See ITEM 1A, "Risk Factors," and ITEM 7, "Management's Discussion and Analysis of Financial Conditions and Results of Operations," of this Annual Report on Form 30 10-K, for information regarding the sources of funds used for dividends and for a discussion of factors, if any, which may adversely affect our ability to make distributions to our securityholders.
Our actual results of operations will be affected by a number of factors, including the revenue we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. We declared dividends of $0.035 per share for each quarter of 2024, which equates to an annualized rate of $0.14 per share.
Our actual results of operations will be affected by a number of factors, including the revenue we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. ESRT declared dividends of $0.035 per share for each quarter of 2025, which equates to an annualized rate of $0.14 per share.
The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT's and our discretion without prior notice.
The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT's and our discretion without prior notice. As of December 31, 2025, we had $491.9 million remaining of the authorized repurchase amount for the 2024-2025 period.
Holders As of February 26, 2025, we had approximately 546 registered holders of Series PR OP Units, 766 registered holders of Series ES OP Units, 219 registered holders of Series 60 OP Units and 170 registered holders of Series 250 OP Units.
Holders As of February 24, 2026, we had approximately 529 registered holders of Series PR OP Units, 714 registered holders of Series ES OP Units, 207 registered holders of Series 60 OP Units and 157 registered holders of Series 250 OP Units.
Removed
On February 26, 2025, the last sales price for our Series ES OP Units on the NYSE Arca was $8.76 per unit. On February 26, 2025, the last sales price for our Series 60 OP Units on the NYSE Arca was $9.45 per unit.
Added
Upon expiration of this program, ESRT's Board of Directors authorized the repurchase of up to $500.0 million of ESRT Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units during the period from January 1, 2026 through December 31, 2027.
Removed
As of December 31, 2024, ESRT had $500.0 million remaining of the authorized repurchase amount. 32 There were no repurchases of equity securities during the three-month period ended December 31, 2024 under this repurchase program. See "Financial Statements — Note 10 Capital" in this Annual Report on Form 10-K.
Added
The following table summarizes ESRT's repurchases of equity securities in each of the three months ended December 31, 2025 under the repurchase program for the 2024-2025 period.
Added
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Approximate Dollar Value Available for Future Purchase (in thousands) October 1 - October 31, 2025 — $ — — $ 497,852 November 1 - November 30, 2025 — $ — — $ 497,852 December 1 - December 31, 2025 888,188 $ 6.73 888,188 $ 491,878 There were no repurchases of equity securities yet under the new 2026-2027 repurchase program.
Added
See "Financial Statements — Note 10 Equity" in this Annual Report on Form 10-K.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

52 edited+18 added−27 removed38 unchanged
Biggest changeMany important factors could cause actual results, performance, achievements, and future events to differ materially from those set forth, implied, anticipated, expected, projected, assumed or contemplated in the forward-looking statements, including, among other things: (i) economic, market, political and social impact of, and uncertainty relating to, any catastrophic events, including pandemics, epidemics or other outbreaks of disease, climate-related risks such as natural disasters and extreme weather events, terrorism and other armed hostilities, as well as cybersecurity threats and technology disruptions; (ii) a failure of conditions or performance regarding any event or transaction described herein; (iii) resolution of legal proceedings involving the Company; (iv) reduced demand for office, multifamily or retail space, including as a result of the changes in the use of office space and remote work; (v) changes in our business strategy; (vi) a decline in Observatory visitors due to changes in domestic or international tourism, including due to health crises, geopolitical events, currency exchange rates, and/or competition from other observatories; (vii) defaults on, early terminations of, or non-renewal of, leases by tenants; (viii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (ix) declining real estate valuations and impairment charges; (x) termination of our ground leases; (xi) limitations on our ability to pay down, refinance, restructure or extend our indebtedness or borrow additional funds; (xii) decreased rental rates or increased vacancy rates; (xiii) difficulties in executing capital projects or development projects successfully or on the anticipated timeline or budget; (xiv) difficulties in identifying and completing acquisitions; (xv) impact of changes in governmental regulations, tax laws and rates and similar matters; (xvi) our failure to qualify as a REIT; (xvii) incurrence of taxable capital gain on disposition of an asset due to failure of compliance with a 1031 exchange program; (xviii) our disclosure controls and internal control over financial reporting, including any material weakness; and (xix) failure to achieve sustainability metrics and goals, including as a result of tenant collaboration, and impact of governmental regulation on our sustainability efforts.
Biggest changeThese risks and uncertainties include, among others: economic and market conditions (including the impact of catastrophic events, pandemics, extreme weather, terrorism, armed hostilities, cybersecurity threats and other technology disruptions); increased costs due to tariffs or other economic factors; changes in the New York City office, retail and tourism markets (including changes in the use of office space and remote work); leasing activity, tenant defaults, early terminations and renewals, occupancy levels and rental rates; performance of the Observatory (including tourism levels, currency and geopolitical impacts, weather and competition); interest rate volatility and capital markets conditions, including our ability to refinance, restructure or extend indebtedness; real estate valuation declines and potential impairment charges; our ability to execute capital projects and complete acquisitions on acceptable terms; risks relating to governmental regulation, environmental and climate-related requirements (including Local Law 97), and our ability to achieve sustainability goals and metrics; risks relating to our ground leases; our ability to maintain our qualification as a REIT; potential taxable gain arising from transactions structured to qualify under Section 1031; legal proceedings; and risks relating to our disclosure controls and internal control over financial reporting.
See ITEM 1A. "Risk Factors - Risks Relating to Our Indebtedness and Liquidity" in this Annual Report on Form 10-K for more information. Capital Expenditures The following tables summarize our tenant improvement costs, leasing commission costs and our capital expenditures for each of the periods presented (dollars in thousands, except per square foot amounts).
See ITEM 1A. "Risk Factors — Risks Relating to Our Indebtedness and Liquidity" in this Annual Report on Form 10-K for more information. 36 Capital Expenditures The following tables summarize our tenant improvement costs, leasing commission costs and our capital expenditures for each of the periods presented (dollars in thousands, except per square foot amounts).
FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for 41 comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.
FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.
Modified FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Modified FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.
Modified FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with 40 GAAP. Modified FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.
We expect to make quarterly distributions, as required, to our securityholders. 36 While we may be able to anticipate and plan for certain liquidity needs, there may be unexpected increases in uses of cash that are beyond our control and which would affect our financial condition and results of operations.
We expect to make quarterly distributions, as required, to our securityholders. While we may be able to anticipate and plan for certain liquidity needs, there may be unexpected increases in uses of cash that are beyond our control and which would affect our financial condition and results of operations.
Many of the factors employed in determining whether or not goodwill is impaired are outside of our control, and it is reasonably likely that assumptions and estimates will change in future periods.
Many of the factors employed in determining whether or not goodwill is impaired are outside of our control, and it is reasonably likely that assumptions and estimates will change in future periods. 41
An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the 42 implied fair value of goodwill is less than the carrying amount of that goodwill.
An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill.
Core Funds From Operations Core FFO adds back to Modified FFO the following items: Interest expense associated with property in receivership and loss on early extinguishment of debt. The Company believes Core FFO is an important supplemental measure of its operating performance because it excludes non-recurring items.
Core Funds From Operations Core FFO adds back to Modified FFO the following items: Interest expense associated with property in receivership, loss on early extinguishment of debt, and IPO litigation expense. The Company believes Core FFO is an important supplemental measure of its operating performance because it excludes non-recurring items.
The following discussion and analysis should be read in conjunction with our consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 and the notes related thereto which are included in this Annual Report on Form 10-K.
The following discussion and analysis should be read in conjunction with our consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 and the notes related thereto which are included in this Annual Report on Form 10-K.
In order for ESRT to qualify as a REIT, ESRT is required under the Code to distribute to its stockholders, on an annual basis, at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains.
In order for ESRT to qualify as a REIT, ESRT is required under the Internal Revenue Code of 1986 to distribute to its stockholders, on an annual basis, at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains.
Distribution to Equity Holders Distributions and dividends have been made to equity holders in 2022, 2023 and 2024 as follows (amounts in thousands): Year ended December 31, 2022 42,786 Year ended December 31, 2023 41,323 Year ended December 31, 2024 42,490 39 Stock and Publicly Traded Operating Partnership Unit Repurchase Program ESRT's Board of Directors authorized the repurchase of up to $500.0 million of ESRT Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2024 through December 31, 2025.
Distribution to Equity Holders Distributions and dividends have been made to equity holders as follows: Years Ended December 31, (amounts in thousands) 2025 2024 2023 Distributions and dividends $ 43,184 $ 42,490 $ 41,323 Stock and Publicly Traded Operating Partnership Unit Repurchase Program ESRT's Board of Directors authorized the repurchase of up to $500.0 million of ESRT Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2024 through December 31, 2025.
We declared dividends of $0.035 per share for each quarter of 2024, which equates to an annualized rate of $0.14 per share. The Board of Directors will continue its regular review of its dividend and capital allocation policies at each Board meeting.
ESRT declared dividends of $0.035 per share for each quarter of 2025, which equates to an annualized rate of $0.14 per share. The Board of Directors will continue its regular review of its dividend and capital allocation policies at each Board meeting.
In connection with our three ground leases (i.e. long-term leaseholds of the land and the improvements) at 1350 Broadway, 111 West 33rd Street and 1400 Broadway, we also have contractual rent obligations totaling $66.8 million as of December 31, 2024, of which $7.5 million is due within the next five years. Portfolio Transaction Activity Refer to Part I. ITEM 2.
In connection with our three ground leases (i.e. long-term leaseholds of the land and the improvements) at 1350 Broadway, 111 West 33rd Street and 1400 Broadway, we also have contractual rent obligations totaling $65.2 million as of December 31, 2025, of which $7.4 million is due within the next five years. Portfolio Transaction Activity Refer to Part I. ITEM 2.
The increases were partially offset by a net $14.2 million decrease in revenue from our recent transaction activity as 35 disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Annual Report on Form 10-K.
The increases were partially offset by a net $1.9 million decrease in revenue from our recent transaction activity as disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Annual Report on Form 10-K.
Our primary sources of liquidity will generally consist of cash on hand, cash generated from our operating activities, debt issuances and unused borrowing capacity under our unsecured revolving credit facility.
Our primary sources of liquidity will generally consist of cash on hand, cash generated from our operating activities, debt issuances, common and/or preferred equity issuances and unused borrowing capacity under our unsecured revolving credit facility.
As of December 31, 2024, we expect to incur additional costs relating to obligations under signed new leases of approximately $130.8 million for tenant improvements and leasing commissions. We intend to fund the tenant improvements and leasing commission costs through a combination of operating cash flow, cash on hand and other borrowings.
As of December 31, 2025, we expect to incur additional costs relating to obligations under signed new leases of approximately $94.2 million for tenant improvements and leasing commissions. We intend to fund the tenant improvements and leasing commission costs through a combination of operating cash flow, cash on hand and other borrowings.
"Risk Factors — Risks Relating to Our Indebtedness and Liquidity" in this Annual Report on Form 10-K for more information. At December 31, 2024, we had approximately $385.5 million available in cash and cash equivalents and there was $500.0 million available under our unsecured revolving credit facility.
"Risk Factors — Risks Relating to Our Indebtedness and Liquidity" in this Annual Report on Form 10-K for more information. At December 31, 2025, we had approximately $132.7 million available in cash and cash equivalents and there was $475.0 million available under our unsecured revolving credit facility.
(amounts in thousands) Years Ended December 31, Total Commercial Portfolio 2024 2023 2022 Capital expenditures (1) $ 72,899 $ 55,385 $ 38,445 _______________ (1) Includes all capital expenditures, excluding tenant improvements and leasing commission costs.
(amounts in thousands) Years Ended December 31, Total Commercial Portfolio 2025 2024 2023 Capital expenditures (1) $ 63,944 $ 72,899 $ 55,385 _______________ (1) Includes all capital expenditures, excluding tenant improvements and leasing commission costs.
The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT's and our discretion without prior notice. As of December 31, 2024, ESRT had $500.0 million remaining of the authorized repurchase amount.
The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT's and our discretion without prior notice. As of December 31, 2025, we had $491.9 million remaining of the authorized repurchase amount for the 2024-2025 period.
The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to FFO, Modified FFO and Core FFO: Years Ended December 31, (amounts in thousands) 2024 2023 2022 Net income $ 80,359 $ 84,407 $ 63,212 Non-controlling interests in other partnerships (4) (68) 243 Private perpetual preferred unit distributions (4,201) (4,201) (4,201) Real estate depreciation and amortization 180,513 184,633 210,522 Gain on sale/disposition of properties (13,302) (26,764) (33,988) Funds from operations attributable to common stockholders and non-controlled interests 243,365 238,007 235,788 Amortization of below-market ground leases 7,831 7,831 7,831 Modified funds from operations attributable to common stockholders and non-controlled interests 251,196 245,838 243,619 Interest expense associated with property in receivership 4,471 — — Loss on early extinguishment of debt 553 — — Core funds from operations attributable to common stockholders and non-controlled interests $ 256,220 $ 245,838 $ 243,619 Weighted average shares and Operating Partnership units Basic 264,706 263,226 268,337 Diluted 269,019 265,633 269,948 Critical Accounting Estimates Goodwill Goodwill is tested annually for impairment and more frequently if events and circumstances indicate that the asset might be impaired.
The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to FFO, Modified FFO and Core FFO: Years Ended December 31, (amounts in thousands) 2025 2024 2023 Net income $ 72,980 $ 80,359 $ 84,407 Non-controlling interests in other partnerships — (4) (68) Private perpetual preferred unit distributions (4,201) (4,201) (4,201) Real estate depreciation and amortization 191,222 180,513 184,633 Gain on disposition of properties (35,018) (13,302) (26,764) Funds from operations attributable to common stockholders and non-controlled interests 224,983 243,365 238,007 Amortization of below-market ground leases 7,831 7,831 7,831 Modified funds from operations attributable to common stockholders and non-controlled interests 232,814 251,196 245,838 Interest expense associated with property in receivership 647 4,471 — Loss on early extinguishment of debt 97 553 — IPO litigation expense 632 — — Core funds from operations attributable to common stockholders and non-controlled interests $ 234,190 $ 256,220 $ 245,838 Weighted average shares and Operating Partnership units Basic 266,939 264,706 263,226 Diluted 270,040 269,019 265,633 Critical Accounting Estimates Goodwill Goodwill is tested annually for impairment and more frequently if events and circumstances indicate that the asset might be impaired.
At December 31, 2024, we had approximately $2.3 billion of total consolidated indebtedness outstanding, with a weighted average interest rate of 4.27% and a weighted average maturity of 5.2 years.
At December 31, 2025, we had approximately $2.4 billion of total consolidated indebtedness outstanding, with a weighted average interest rate of 4.48% and a weighted average maturity of 4.8 years.
We performed our annual goodwill testing in October 2024, where we bypassed the optional qualitative goodwill impairment assessment and proceeded directly to a quantitative assessment of the Observatory reportable segment and engaged a third-party valuation consulting firm to perform the valuation process.
We bypassed the optional qualitative goodwill impairment assessment and proceeded directly to a quantitative assessment of the Observatory reportable segment and engaged a third-party valuation consulting firm to perform the valuation process.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Approximate Dollar Value Available for Future Purchase Year ended December 31, 2024 — $ — — $ 500,000,000 Cash Flows Comparison of Year Ended December 31, 2024 to the Year Ended December 31, 2023 Net cash .
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Approximate Dollar Value Available for Future Purchase (in thousands) Year ended December 31, 2025 1,198,603 $ 6.78 1,198,603 $ 491,878 Cash Flows Comparison of Year Ended December 31, 2025 to the Year Ended December 31, 2024 Net cash .
Non-amortizing intangible assets, such as trade names and trademarks, are subject to an annual impairment test based on fair value and amortizing intangible assets are tested whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Non-amortizing intangible assets, such as trade names and trademarks, are subject to an annual impairment test based on fair value and amortizing intangible assets are tested whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We performed our annual goodwill testing in October 2025 for both the Real Estate and Observatory reportable segments.
Property Operating Expenses The increase in property operating expenses was primarily due to higher repair and maintenance costs, cleaning costs, and payroll costs in 2024 relating to increased building utilization and certain local law compliance costs.
Property Operating Expenses The increase in property operating expenses during the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024 was primarily due to higher cleaning-related payroll costs, utilities costs, and repair and maintenance costs in 2025 relating to increased building utilization and certain local law compliance costs.
We expect to meet our long-term capital requirements, including acquisitions, redevelopments and capital expenditures through our cash flows from operations, cash on hand, our unsecured revolving credit facility, mortgage financings, debt issuances, common and/or preferred equity issuances and asset sales.
The availability of these borrowings is subject to the conditions set forth in the applicable loan agreements. We expect to meet our long-term capital requirements, including acquisitions, redevelopments, repositioning and capital expenditures through our cash flows from operations, cash on hand, our unsecured revolving credit facility, mortgage financings, debt issuances, common and/or preferred equity issuances and asset sales.
(2) The tables above exclude our multifamily properties. (3) Beginning in 2024, the number of leases signed include "Early Renewals" which are leases signed over two years prior to the lease expiration.
(2) The tables above exclude our multifamily properties. (3) The number of leases signed include "Early Renewals" which are leases signed over two years prior to the lease expiration. (4) Presents a renewed and expansion lease as one lease signed.
Unsecured Revolving Credit and Term Loan Facilities In March 2024, we closed on a $715.0 million, five-year unsecured credit agreement which consists of a $620.0 million revolver and a $95.0 million term loan facility, each of which mature on March 8, 2029, inclusive of the extension periods.
No other changes were made to the amount of the commitments, the maturity date of the outstanding loans or the covenants. In March 2024, we closed a $715.0 million, five-year unsecured credit agreement which consists of a $620.0 million revolver and a $95.0 million term loan facility, each of which mature on March 8, 2029, inclusive of the extension periods.
The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to NOI: Years Ended December 31, (amounts in thousands) 2024 2023 2022 Net income $ 80,359 $ 84,407 $ 63,212 Add: General and administrative expenses 70,234 63,939 61,765 Depreciation and amortization 184,818 189,911 216,894 Interest expense 105,239 101,484 101,206 Interest expense associated with property in receivership 4,471 — — Loss on early extinguishment of debt 553 — — Income tax expense 2,688 2,715 1,546 Less: Gain on sale/disposition of properties (13,302) (26,764) (33,988) Third-party management and other fees (1,170) (1,351) (1,361) Interest income (21,298) (15,136) (4,948) Net operating income $ 412,592 $ 399,205 $ 404,326 Other Net Operating Income Data Straight-line rental revenue $ 11,283 $ 19,563 $ 24,562 Net increase in rental revenue from the amortization of above- and below-market lease assets and liabilities $ 2,177 $ 2,416 $ 4,758 Amortization of acquired below-market ground leases $ 7,831 $ 7,831 $ 7,831 Funds From Operations We present below a discussion of Funds From Operations ("FFO").
Other companies may use different methods for calculating NOI or similarly titled measures and, accordingly, our NOI may not be comparable to similarly titled measures reported by other companies that do not define the measure exactly as we do. 39 The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to NOI: Years Ended December 31, (amounts in thousands) 2025 2024 2023 Net income $ 72,980 $ 80,359 $ 84,407 Add: General and administrative expenses 72,842 70,234 63,939 Depreciation and amortization 194,762 184,818 189,911 Interest expense 103,133 105,239 101,484 Interest expense associated with property in receivership 647 4,471 — Loss on early extinguishment of debt 97 553 — Income tax expense 2,558 2,688 2,715 Less: Gain on disposition of properties (35,018) (13,302) (26,764) Third-party management and other fees (1,483) (1,170) (1,351) Interest income (8,748) (21,298) (15,136) Net operating income $ 401,770 $ 412,592 $ 399,205 Other Net Operating Income Data Straight-line rental revenue $ 18,039 $ 11,283 $ 19,563 Net increase in rental revenue from the amortization of above- and below-market lease assets and liabilities $ 3,196 $ 2,177 $ 2,416 Amortization of acquired below-market ground leases $ 7,831 $ 7,831 $ 7,831 Funds From Operations We present below a discussion of Funds From Operations ("FFO").
Gain on Sale/Disposition of Property The gain on disposition activity for the year ended December 31, 2024 relates to the derecognition of assets and certain liabilities in connection with the consensual foreclosure of First Stamford Place in Stamford, Connecticut as disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Annual Report on Form 10-K.
See "Financial Statements — Note 5. Debt" in this Annual Report on Form 10-K. Gain on Sale/Disposition of Property The gain on disposition activity for the year ended December 31, 2025 relates to the disposition of Metro Center in Stamford, Connecticut as disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Annual Report on Form 10-K.
We expect to meet our short-term liquidity requirements, including distributions, operating expenses, working capital, debt service, and capital expenditures from cash flows from operations, cash on hand, debt issuances, and available borrowing capacity under our unsecured revolving credit facility. The availability of these borrowings is subject to the conditions set forth in the applicable loan agreements.
We expect to meet our short-term liquidity requirements, including distributions, operating expenses, working capital, debt service, and capital expenditures from cash flows from operations, cash on hand, debt issuances, common and/or 34 preferred issuances and available borrowing capacity under our unsecured revolving credit facility.
We believe that eliminating these costs from net income is useful to investors because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs. 40 However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs.
However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs.
Office Properties (1)(2) Years Ended December 31, Total New Leases, Expansions, and Renewals (3) 2024 2023 2022 Number of leases signed (4) 102 85 133 Total square feet 1,300,584 960,192 1,176,172 Weighted average annualized cash rent per square foot for new and renewal leases executed during the year $ 70.07 $ 63.45 $ 58.06 Weighted average annualized cash rent per square foot for previous leases 66.44 57.95 55.43 Increase in mark-to-market rent $ 3.63 $ 5.50 $ 2.63 Leasing commission costs per square foot (5) $ 19.46 $ 19.51 $ 18.49 Tenant improvement costs per square foot (5) 55.98 79.30 51.92 Total leasing commissions and tenant improvement costs per square foot (5) $ 75.44 $ 98.81 $ 70.41 38 Retail Properties (2)(6) Years Ended December 31, Total New Leases, Expansions, and Renewals (3) 2024 2023 2022 Number of leases signed (4) 9 8 14 Total square feet 24,240 21,715 47,153 Weighted average annualized cash rent per square foot for new and renewal leases executed during the year $ 181.95 $ 148.89 $ 139.75 Weighted average annualized cash rent per square foot for previous leases 241.65 209.88 158.89 Decrease in mark-to-market rent $ (59.70) $ (60.99) $ (19.14) Leasing commission costs per square foot (5) $ 74.29 $ 54.62 $ 62.30 Tenant improvement costs per square foot (5) 35.87 38.57 55.13 Total leasing commissions and tenant improvement costs per square foot (5) $ 110.16 $ 93.19 $ 117.43 _______________ (1) Excludes an aggregate of 475,744, 498,682, and 499,012 rentable square feet of retail space in our Manhattan office properties in 2024, 2023 and 2022, respectively.
Office Properties (1)(2) Years Ended December 31, Total New Leases, Expansions, and Renewals (3) 2025 2024 2023 Number of leases signed (4) 69 102 85 Total square feet 856,453 1,300,584 960,192 Weighted average annualized cash rent per square foot for new and renewal leases executed during the year $ 70.77 $ 70.07 $ 63.45 Weighted average annualized cash rent per square foot for previous leases 65.27 66.44 57.95 Percentage of new cash rent over previously escalated rents 8.4 % 5.5 % 9.5 % Leasing commission costs per square foot (5) $ 20.73 $ 19.46 $ 19.51 Tenant improvement costs per square foot (5) 54.27 55.98 79.30 Total leasing commissions and tenant improvement costs per square foot (5) $ 75.00 $ 75.44 $ 98.81 Retail Properties (1)(2) Years Ended December 31, Total New Leases, Expansions, and Renewals (3) 2025 2024 2023 Number of leases signed (4) 16 9 8 Total square feet 152,556 24,240 21,715 Weighted average annualized cash rent per square foot for new and renewal leases executed during the year $ 101.51 $ 181.95 $ 148.89 Weighted average annualized cash rent per square foot for previous leases 108.78 241.65 209.88 Percentage of new cash rent over previously escalated rents (6.7) % (24.7) % (29.1) % Leasing commission costs per square foot (5) $ 49.40 $ 74.29 $ 54.62 Tenant improvement costs per square foot (5) 35.26 35.87 38.57 Total leasing commissions and tenant improvement costs per square foot (5) $ 84.66 $ 110.16 $ 93.19 _______________ (1) Office activity excludes an aggregate of 475,442, 475,744, and 498,682 rentable square feet of retail space in our office properties in 2025, 2024 and 2023, respectively, that is included in the retail activity for the respective years.
Distribution Policy We intend to distribute our net taxable income to our securityholders in a manner intended to satisfy REIT distribution requirements and to avoid U.S. federal income tax liability.
We intend to fund the capital improvements through a combination of operating cash flow, cash on hand and borrowings. 37 Distribution Policy We intend to distribute our net taxable income to our securityholders in a manner intended to satisfy REIT distribution requirements and to avoid U.S. federal income tax liability.
There were no repurchases of equity securities during the twelve months ended December 31, 2024. The following table summarizes our purchases of equity securities for the year ended December 31, 2024.
The following table summarizes our purchases of equity securities for the year ended December 31, 2025.
FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.
FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We intend these forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Financial Covenants As of December 31, 2024 , we were in compliance with the following financial covenants related to our unsecured facilities: Financial Covenant Required December 31, 2024 In Compliance Maximum total leverage 33.2 % Yes Maximum secured leverage 11.7 % Yes Minimum fixed charge coverage > 1.50x 2.8x Yes Minimum unencumbered interest coverage > 1.75x 4.6x Yes Maximum unsecured leverage 25.4 % Yes Mortgage Debt As of December 31, 2024, mortgage notes payable, net, amounted to $692.2 million.
See "Financial Statements — Note 5 Debt" in this Annual Report on Form 10-K for a summary of our unsecured revolving credit and term loan facilities. 35 Financial Covenants As of December 31, 2025 , we were in compliance with the following financial covenants related to our unsecured facilities: Financial Covenant Required December 31, 2025 In Compliance Maximum total leverage 36.4 % Yes Maximum secured leverage 10.2 % Yes Minimum fixed charge coverage > 1.50x 3.0x Yes Minimum unencumbered interest coverage > 1.75x 4.4x Yes Maximum unsecured leverage 35.4 % Yes Mortgage Debt As of December 31, 2025, mortgage notes payable, net, amounted to $619.3 million.
Real Estate Taxes The increase in real estate taxes was primarily attributable to a $4.6 million increase in real estate tax expense due to higher assessed values for multiple properties, partially offset by a net $2.9 million decrease from our recent transaction activity as disclosed in "Financial Statements - Note 3.
Acquisitions and Dispositions" in this Annual Report on Form 10-K. 33 Real Estate Taxes The increase in real estate taxes during the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024 was primarily attributable to higher assessed values for multiple properties, partially offset by a net decrease from our recent transaction activity as disclosed in "Financial Statements - Note 3.
Observatory Segment Observatory Revenue Observatory revenues were higher driven by increased revenue per visitor from pricing increases during the year ended December 31, 2024 as compared to the year ended December 31, 2023. Observatory Expenses The increase in O bservatory expenses was driven by increased incremental costs such as labor, marketing and maintenance costs.
Observatory Expenses The increase in Observatory expenses during the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024 was driven by increased costs such as marketing and maintenance costs.
See "Financial Statements — Note 5 Debt" in this Annual Report on Form 10-K for more information on senior unsecured notes. Leverage Policies We expect to employ leverage in our capital structure in amounts determined from time to time by ESRT's Board of Directors.
Leverage Policies We expect to employ leverage in our capital structure in amounts determined from time to time by ESRT's Board of Directors.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following table summarizes the historical results of operations: Years Ended December 31, 2024 2023 Change % (amounts in thousands) Real Estate Segment Observatory Segment Total Real Estate Segment Observatory Segment Total Revenues: Rental revenue $ 614,596 $ — $ 614,596 $ 597,319 $ — $ 597,319 $ 17,277 2.9 % Observatory revenue — 136,377 136,377 — 129,366 129,366 7,011 5.4 % Lease termination fees 4,771 — 4,771 — — — 4,771 N/A Third-party management and other fees 1,170 — 1,170 1,351 — 1,351 (181) (13.4) % Other revenues and fees 11,009 — 11,009 11,536 — 11,536 (527) (4.6) % Total revenues 631,546 136,377 767,923 610,206 129,366 739,572 28,351 3.8 % Operating expenses: Property operating expenses 179,175 — 179,175 167,324 — 167,324 (11,851) (7.1) % Ground rent expenses 9,326 — 9,326 9,326 — 9,326 — — % General and administrative expenses 70,234 — 70,234 63,939 — 63,939 (6,295) (9.8) % Observatory expenses — 36,834 36,834 — 35,265 35,265 (1,569) (4.4) % Real estate taxes 128,826 — 128,826 127,101 — 127,101 (1,725) (1.4) % Depreciation and amortization 184,667 151 184,818 189,762 149 189,911 5,093 2.7 % Total operating expenses 572,228 36,985 609,213 557,452 35,414 592,866 (16,347) (2.8) % Operating income 59,318 99,392 158,710 52,754 93,952 146,706 12,004 8.2 % Intercompany rent income (expense) 83,477 (83,477) — 80,514 (80,514) — — — % Other income (expense): Interest income 20,853 445 21,298 14,936 200 15,136 6,162 40.7 % Interest expense (105,239) — (105,239) (101,484) — (101,484) (3,755) (3.7) % Interest expense associated with property in receivership (4,471) — (4,471) — — — (4,471) N/A Loss on early extinguishment of debt (553) — (553) — — — (553) N/A Gain on disposition of properties 13,302 — 13,302 26,764 — 26,764 (13,462) (50.3) % Income before income taxes 66,687 16,360 83,047 73,484 13,638 87,122 (4,075) (4.7) % Income tax expense (413) (2,275) (2,688) (552) (2,163) (2,715) 27 1.0 % Net income 66,274 14,085 80,359 72,932 11,475 84,407 (4,048) (4.8) % Private perpetual preferred unit distributions (4,201) — (4,201) (4,201) — (4,201) — — % Net income attributable to non-controlling interests (4) — (4) (68) — (68) 64 94.1 % Net income attributable to common unit holders $ 62,069 $ 14,085 $ 76,154 $ 68,663 $ 11,475 $ 80,138 $ (3,984) (5.0) % Real Estate Segment Rental Revenue The increase in rental revenue was primarily attributable to higher occupancy and higher operating and real estate tax expense escalations driving a $29.6 million increase during the twelve months ended December 31, 2024 compared to the twelve months ended December 31, 2023.
For a discussion of our 2023 financial results as compared to our 2024 financial results, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 32 Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 The following table summarizes the historical results of operations: Years Ended December 31, 2025 2024 Change % (amounts in thousands) Real Estate Segment Observatory Segment Total Real Estate Segment Observatory Segment Total Revenues: Rental revenue $ 626,213 $ — $ 626,213 $ 614,596 $ — $ 614,596 $ 11,617 1.9 % Observatory revenue — 128,329 128,329 — 136,377 136,377 (8,048) (5.9) % Lease termination fees 464 — 464 4,771 — 4,771 (4,307) (90.3) % Third-party management and other fees 1,483 — 1,483 1,170 — 1,170 313 26.8 % Other revenues and fees 11,781 — 11,781 11,009 — 11,009 772 7.0 % Total revenues 639,941 128,329 768,270 631,546 136,377 767,923 347 0.1 % Operating expenses: Property operating expenses 184,714 — 184,714 179,175 — 179,175 (5,539) (3.1) % Ground rent expenses 9,326 — 9,326 9,326 — 9,326 — — % General and administrative expenses 72,842 — 72,842 70,234 — 70,234 (2,608) (3.7) % Observatory expenses — 38,237 38,237 — 36,834 36,834 (1,403) (3.8) % Real estate taxes 132,740 — 132,740 128,826 — 128,826 (3,914) (3.0) % Depreciation and amortization 194,591 171 194,762 184,667 151 184,818 (9,944) (5.4) % Total operating expenses 594,213 38,408 632,621 572,228 36,985 609,213 (23,408) (3.8) % Operating income 45,728 89,921 135,649 59,318 99,392 158,710 (23,061) (14.5) % Intercompany rent income (expense) 76,306 (76,306) — 83,477 (83,477) — — — % Other income (expense): Interest income 8,222 526 8,748 20,853 445 21,298 (12,550) (58.9) % Interest expense (103,133) — (103,133) (105,239) — (105,239) 2,106 2.0 % Interest expense associated with property in receivership (647) — (647) (4,471) — (4,471) 3,824 85.5 % Loss on early extinguishment of debt (97) — (97) (553) — (553) 456 82.5 % Gain on disposition of properties 35,018 — 35,018 13,302 — 13,302 21,716 163.3 % Income before income taxes 61,397 14,141 75,538 66,687 16,360 83,047 (7,509) (9.0) % Income tax expense (1,131) (1,427) (2,558) (413) (2,275) (2,688) 130 4.8 % Net income 60,266 12,714 72,980 66,274 14,085 80,359 (7,379) (9.2) % Private perpetual preferred unit distributions (4,201) — (4,201) (4,201) — (4,201) — — % Net income attributable to non-controlling interests — — — (4) — (4) 4 100.0 % Net income attributable to common unit holders $ 56,065 $ 12,714 $ 68,779 $ 62,069 $ 14,085 $ 76,154 $ (7,375) (9.7) % Real Estate Segment Rental Revenue The increase in rental revenue during the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024 was primarily attributable to a $7.6 million increase in tenant reimbursement income and $5.9 million increase due to higher base rent from new or renewed tenants.
Capital expenditures are considered part of both our short-term and long-term liquidity requirements. We intend to fund the capital improvements through a combination of operating cash flow, cash on hand and borrowings.
Capital expenditures are considered part of both our short-term and long-term liquidity requirements.
We have no mortgage debt maturity until April 2026. 37 In April 2024, we worked with the First Stamford Place mortgage lender to structure a consensual foreclosure.
Our next mortgage debt maturity is for $50.0 million in April 2026. In December 2025, we repaid the $71.6 million mortgage debt in connection with the sale of Metro Center, in Stamford, Connecticut. In April 2024, we worked with the First Stamford Place mortgage lender to structure a consensual foreclosure.
Any forward-looking statement speaks only as of the date on which it was made, and we assume no obligation to update or revise publicly any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events, or other changes after the date of this Annual Report on Form 10-K, except as required by applicable law.
For a discussion of these and other factors, see "Item 1A. Risk Factors" in this report. Any forward-looking statement speaks only as of the date of this report. We undertake no obligation to update or revise any forward-looking statement to reflect subsequent events or circumstances, except as required by law.
Acquisitions and Dispositions" in this Annual Report on Form 10-K. Depreciation and Amortization Depreciation and amortization is lower for the year ended December 31, 2024 than for the year ended December 31, 2023 primarily due to disposition activity during the comparative period.
Acquisitions and Dispositions" in this Annual Report on Form 10-K. Depreciation and Amortization Depreciation and amortization increased during the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024 primarily due to depreciation on building and tenant improvement assets placed in service as a result of our increase in leasing activity.
Cash and cash equivalents and restricted cash were $429.3 million and $407.0 million as of December 31, 2024 and 2023, respectively. The increase was primarily due to new financings in 2024 and changes in working capital less the cash used for the acquisition of a portfolio of retail assets on North 6th Street in Williamsburg, Brooklyn. Operating activities .
Cash and cash equivalents and restricted cash were $166.5 million and $429.3 million as of December 31, 2025 and 2024, respectively. The decrease was primarily due to increased acquisition activity in 2025 compared to 2024. Operating activities .
Net cash provided by operating activities increased by $28.4 million to $260.9 million due to increased Observatory operating income, increased rental revenues in excess of property operating expenses and changes in working capital. Investing activities .
Net cash provided by operating activities decreased by $11.8 million to $249.1 million due to decreased Observatory operating income and interest income, partially offset by increases in working capital. Investing activities .
Overview 2024 Highlights • Net income attributable to the Company of $76.2 million. • Core Funds From Operations ("Core FFO") of $256.2 million attributable to common unitholders. • Signed a total of 1,324,824 rentable square feet of new, renewal and expansion leases. 34 Results of Operations Overview The discussion below relates to the financial condition and results of operations for the years ended December 31, 2024 and 2023.
Overview 2025 Highlights • Net income attributable to the Company of $68.8 million. • Core Funds From Operations ("Core FFO") of $234.2 million attributable to common unitholders. • Signed a total of 1,009,009 rentable square feet of new, renewal and expansion leases. • In June 2025, we closed on the acquisition of two retail properties on North 6th Street in Williamsburg, Brooklyn for a purchase price of $31.0 million. • In December 2025, we closed on the acquisition of 130 Mercer Street, located in the SoHo submarket of Manhattan, for a purchase price of $386.0 million.
See "Financial Statements — Note 5 Debt" in this Annual Report on Form 10-K for more information on mortgage debt.
In March 2025, the Series A senior unsecured notes matured and the aggregate principal amount of $100.0 million was repaid. The notes had a stated interest rate of 3.93%. See "Financial Statements — Note 5 Debt" in this Annual Report on Form 10-K for more information on senior unsecured notes.
In connection with this we recorded a contract asset which represents the amount of obligation we expect to be released upon the final resolution of the foreclosure process on the First Stamford Place property. Subsequent to year end, in February 2025, title of the property was transferred to the mortgage lender and we were released of our mortgage obligation.
On May 22, 2024, a receiver was appointed and we ended our management of the property. On February 5, 2025, the consensual foreclosure was completed, title of the property was transferred to the mortgage lender and we were released of our mortgage obligation.
The gain on disposition activity for the year ended December 31, 2023 relates to the dispositions of 500 Mamaroneck in Harrison, New York in April 2023 and 69-97 and 103-107 Main Street in Westport, Connecticut in February 2023.
The gain on disposition activity for the year ended December 31, 2024 relates to the derecognition of assets and certain liabilities in connection with the consensual foreclosure of First Stamford Place in Stamford, Connecticut.
Net cash provided by financing activities increased by $221.4 million to $158.6 million primarily due to the funding of senior unsecured notes during the year. Net Operating Income NOI is a non-GAAP financial measure of performance.
Net Operating Income Net Operating Income ("NOI") is a non-GAAP financial measure of performance.
Removed
We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions.
Added
Forward-looking statements are not historical facts and can generally be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “estimate,” “may,” “will,” “should,” “would,” and similar expressions. Forward-looking statements are based on our current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
Removed
You can identify forward-looking statements by the use of forward-looking terminology such as “aims," "anticipates," "approximately," "believes," "contemplates," "continues," "estimates," "expects," "forecasts," "hope," "intends," "may," "plans," "seeks," "should," "thinks," "will," "would" or the negative of these words and phrases or similar words or phrases.
Added
Forward-looking statements are based on our current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
Removed
In particular, statements pertaining to our capital resources, portfolio performance, dividend policy and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in our portfolio from operations, acquisitions and anticipated market conditions, demographics and results of operations are forward-looking statements.
Added
Results of Operations Overview The discussion below relates to the financial condition and results of operations for the years ended December 31, 2025 and 2024.
Removed
Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them.
Added
The increases were partially offset by a net decrease in property operating expenses from our recent transaction activity as disclosed in "Financial Statements - Note 3.
Removed
We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).
Added
The remaining activity relates to our recent transaction activity as disclosed in "Financial Statements - Note 3. Acquisitions and Dispositions" in this Annual Report on Form 10-K.
Removed
For a further discussion of these and other factors that could impact the Company's future results, performance or transactions, see the section entitled “Risk Factors” of this Annual Report on Form 10-K. While forward-looking statements reflect the Company's good faith beliefs, they do not guarantee future performance.
Added
Interest Income The decrease in interest income during the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024 is primarily due to lower cash balances due to unlevered property acquisitions during 2024 and 2025, the paydown of the $120.0 million revolving credit facility and the $100.0 million Series A senior unsecured notes in March 2025.
Removed
Prospective investors should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company (or to third parties making the forward-looking statements).
Added
Observatory Segment Observatory Revenue Observatory revenues were lower due to lower visitation during the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024, primarily due to lower levels of international tourism in 2025 as compared to 2024.
Removed
For a discussion of our 2022 financial results as compared to our 2023 financial results, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Added
While observatory revenues declined due to lower levels of international tourism, this was partially offset by an increase in domestic visitation and overall revenue per visitor for the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024.
Removed
Interest Income The increase in interest income reflects larger cash balances in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Added
As of December 31, 2025, excluding debt amortization, we have a debt maturity of: Year Amortization Maturities Total 2026 $ 3,958 $ 50,000 $ 53,958 2027 4,276 155,000 159,276 2028 3,555 146,091 149,646 2029 3,890 395,000 398,890 2030 4,511 508,600 513,111 Thereafter 10,123 1,104,007 1,114,130 Total $ 30,313 $ 2,358,698 $ 2,389,011 As of December 31, 2025, interest expense obligations from 2026 through 2030 and thereafter amounts to approximately $515.4 million.
Removed
Interest Expense The increase in interest expense reflects interest on new debt instruments in the year ended December 31, 2024, partially offset by the interest expense on debt associated with First Stamford Place being recognized separately as interest expense associated with property in receivership. See "Financial Statements — Note 5. Debt" in this Annual Report on Form 10-K.
Added
Unsecured Revolving Credit and Term Loan Facilities In November 2025, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, that amends and restates the credit agreement dated March 19, 2020, which governs our senior unsecured term loan credit facility (the “Wells Term Loan Facility”).
Removed
As of December 31, 2024, excluding debt amortization, we have a debt maturity of $100.0 million in March 2025, $225.0 million in 2026, $155.0 million in 2027, $146.1 million in 2028, $441.6 million in 2029, and $1.2 billion thereafter.
Added
The Wells Term Loan Facility is comprised of a $245.0 million senior unsecured term loan facility and matures on January 15, 2031.
Removed
As of December 31, 2024, interest expense obligations and debt amortization from 2025 through 2029 and thereafter amount to $506.0 million and $34.0 million, respectively.
Added
In May 2025, we entered into a first amendment to our second amended and restated credit agreement, dated March 8, 2024, with Bank of Ameri ca, N.A., as administrative agent and other lenders party thereto, which governs our BofA Credit Facilities. The first amendment amends certain sustainability margin adjustment terms.
Removed
See "Financial Statements — Note 5 Debt" in this Annual Report on Form 10-K for a summary of our unsecured revolving credit and term loan facilities.
Added
On March 18, 2025, we repaid the $120.0 million borrowings previously drawn on the Revolving Credit Facility. As of December 31, 2025 , we had $145.0 million borrowings under the Revolving Credit Facility and $95.0 million under the BofA Term Loan Facility.
Removed
In May 2024, the First Stamford Place property was placed in receivership and accordingly, we reclassified the related debt and applicable accrued interest to debt associated with property under receivership and accrued interest associated with property in receivership, respectively, in our consolidated balance sheet.
Added
See "Financial Statements — Note 5 Debt" in this Annual Report on Form 10-K for more information on mortgage debt. Senior Unsecured Notes In December 2025, we closed on the issuance and sale of $175.0 million aggregate principal amount of 5.47% Series L Notes that mature on January 7, 2031 in a private placement transaction.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe "variable to fixed" interest rate swaps have been designated as cash flow hedges and are deemed highly effective with fair values in an asset position of $13.1 million and are included in prepaid expenses and other assets on the consolidated balance sheet as of December 31, 2024.
Biggest changeThe "variable to fixed" interest rate swaps have been designated as cash flow hedges and are deemed highly effective with fair values in an asset position of $3.9 million, which is included in prepaid expenses and other assets, and in a liability position amounted to $31.0 thousand, which is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2025.
As of December 31, 2024, the fair value of our outstanding debt was approximately $2.1 billion which was approximately $153.4 million less than the book value as of such date. Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments.
As of December 31, 2025, the fair value of our outstanding debt was approximately $2.3 billion which was approximately $0.1 billion less than the book value as of such date. Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments.
As of December 31, 2024, we have interest rate SOFR swap and cap agreements with an aggregate notional value of $664.0 million and which mature between March 19, 2025 and November 1, 2033.
As of December 31, 2025, we have interest rate SOFR swap and cap agreements with an aggregate notional value of $567.0 million and which mature between December 31, 2026 and November 1, 2033.
As of December 31, 2024, the weighted average interest rate on the $2.3 billion of fixed-rate indebtedness outstanding was 4.27% per annum, each with maturities at various dates through March 17, 2035.
As of December 31, 2025, the weighted average interest rate on the $2.3 billion of fixed-rate indebtedness outstanding was 4.46% per annum, each with maturities at various dates through March 17, 2035. As of December 31, 2025, our floating rate debt of $95.0 million represented 4.0% of our total indebtedness.

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