UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~September 2322, 2025 (September 19, 2025)

EMPIRE STATE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-36105

37-1645259

(State or other Jurisdiction
of Incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

EMPIRE STATE REALTY OP, L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36106

45-4685158

(State or other Jurisdiction
of Incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)


111 West 33rd Street,	12th Floor
New York,	New York	10120
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 687-8700

n/a

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Empire State Realty Trust, Inc.

Class A Common Stock, par value $0.01 per share

ESRT

The New York Stock Exchange

Empire State Realty OP, L.P.

Series ES Operating Partnership Units

ESBA

NYSE Arca, Inc.

Series 60 Operating Partnership Units

OGCP

NYSE Arca, Inc.

Series 250 Operating Partnership Units

FISK

NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~July 23~~September 19, 2025, Empire State Realty Trust, Inc. (the “Company”) orentered into a transition agreement (the “weTransition Agreement”) ~~issued~~pursuant ato ~~press~~which ~~release~~Thomas ~~announcing~~P. ~~its~~Durels, ~~financial~~Executive ~~results~~Vice ~~for~~President, Real Estate, has begun the ~~second~~transition ~~quarter~~of ~~2025~~his duties to two new Co-Heads of Real Estate: (i) Ryan Kass, Chief Revenue Officer of Real Estate and Director of Leasing, and (ii) Jackie Renton, Chief Operating Officer of Real Estate. ~~The~~Mr. ~~press~~Kass ~~release~~and ~~referred~~Ms. toRenton ~~certain~~will ~~supplemental~~each ~~information~~report ~~that~~to isthe ~~available~~Company’s onPresident, Christina Chiu, and the Company’s ~~website~~Chairman & CEO, Anthony E. ~~The~~Malkin. ~~press~~Mr. ~~release~~Kass ~~and~~has ~~supplemental~~been ~~report~~with ~~are~~the ~~attached~~Company ~~hereto~~since 2013 and previously served as ~~Exhibits~~Director 99of Leasing.1 Ms. ~~and~~Renton ~~99.2~~joined the Company in September from Atlas Capital Group, ~~respectively~~a private real estate investment, development and ~~are~~management ~~incorporated~~firm, bywhere ~~reference~~she ~~herein~~previously served as Chief Operating Officer.

~~The~~Under ~~information~~the inTransition ~~Item~~Agreement, 2Mr.02 Durels will remain an executive officer of ~~this~~the ~~Current~~Company ~~Report~~through June 30, ~~including~~2026 ~~Exhibits~~(the ~~99.1~~“Transition Date”) and ~~99.2,~~will isserve ~~being~~as ~~furnished~~a ~~and~~consultant ~~shall~~to ~~not~~the beCompany ~~deemed~~through June 30, 2027 (the “~~filed~~Termination Date”), ~~for~~unless ~~purposes~~his ofemployment ~~Section~~is 18earlier ofterminated in accordance with the ~~Securities~~Transition ~~Exchange~~Agreement. ~~Act~~During ofthis ~~1934~~period, asMr. ~~amended~~Durels ~~(the~~will ~~“Exchange~~be ~~Act”~~entitled to receive (i), ora ~~otherwise~~base ~~subject~~salary toin the ~~liabilities~~amount of ~~that~~$757,050 ~~Section.~~per ~~Such~~annum ~~information~~and ~~shall~~(ii) ~~not~~continued bevesting ~~incorporated~~of byhis ~~reference~~outstanding ~~into~~Company ~~any~~equity ~~registration~~awards. ~~statement~~In oraddition, ~~other~~Mr. ~~document~~Durels ~~pursuant~~will toremain ~~the~~eligible ~~Securities~~to ~~Act~~earn ofa ~~1933,~~bonus asfor ~~amended~~2025 ~~(the~~with ~~“Securities~~payout ~~Act”),~~determined orbased on the ~~Exchange~~performance ~~Act,~~conditions ~~unless~~of itthe ispreviously ~~specifically~~approved ~~incorporated~~2025 byexecutive ~~reference~~compensation ~~therein~~plan.

~~Item~~Unless 7he is terminated for “cause” (as defined in the Transition Agreement) or resigns without the agreement of the Company prior to June 30, 2027, Mr.~~01.~~ ~~Regulation~~Durels FDwill ~~Disclosure~~also be entitled to receive the following separation payments: (a) a cash bonus for 2026 with opportunity aligned with his 2025 award and payout determined based on the performance conditions of the 2026 executive compensation plan; (b) a cash bonus for 2027 of $283,894; (c) an equity award of $1,396,050 (to be granted in March 2026) to vest 100% on the Termination Date; (d) an equity award of $698,025 to be granted with immediate vest provisions on the Termination Date; (e) accelerated vesting of his outstanding equity awards as of the Termination Date, with the performance-based equity awards vesting in accordance with applicable award agreements; and (f) any unpaid base salary through June 30, 2027 (if terminated earlier than such date).

~~Second~~The ~~Quarter~~payments ~~2025~~and ~~Earnings~~benefits described above are subject to Mr. Durels’ non-revocation of a general release of claims in favor of the Company and continued compliance with the terms of the Transition Agreement, including customary restrictive covenants.

AsThe ~~discussed~~foregoing ingeneral ~~Item 2.02~~description ~~above,~~of the ~~Company~~Transition ~~issued~~Agreement adoes ~~press~~not ~~release~~purport ~~regarding~~to be complete and is qualified in its ~~financial~~entirety ~~results~~by ~~for~~reference to the ~~second~~full ~~quarter~~text ~~2025~~of ~~and~~the ~~made~~Transition ~~available~~Agreement, which is filed as Exhibit 10.1 to this Current Report on ~~its~~Form ~~website~~8-K ~~certain~~and ~~supplemental~~incorporated ~~information~~by ~~relating~~reference ~~thereto~~herein.

The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, unless it is specifically incorporated by reference therein.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
99.1	Press Release announcing financial results for the second quarter 2025
10.1		Transition Agreement, dated September 19, 2025, by and between Empire State Realty OP, L.P. and Thomas P. Durels.
99.2	Supplemental report
104		The cover page from this Report on Form 8-K, formatted in Inline XBRL.
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

Non-GAAP Supplemental Financial Measures

Funds From Operations

We compute Funds From Operations ("FFO") in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income (loss) (determined in accordance with GAAP), excluding impairment write-off of investments in depreciable real estate and investments in in-substance real estate investments, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to non-controlling interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. FFO is a widely recognized non-GAAP financial measure for REITs that we believe, when considered with financial statements determined in accordance with GAAP, is useful to investors in understanding financial performance and providing a relevant basis for comparison among REITs. In addition, we believe FFO is useful to investors as it captures features particular to real estate performance by recognizing that real estate has generally appreciated over time or maintains residual value to a much greater extent than do other depreciable assets. Investors should review FFO, along with GAAP net income, when trying to understand an equity REIT’s operating performance. We present FFO because we consider it an important supplemental

measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results of operations, the utility of FFO as a measure of performance is limited. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.

Modified Funds From Operations

Modified Funds From Operations ("Modified FFO") adds back an adjustment for any below-market ground lease amortization to traditionally defined FFO. We believe this a useful supplemental measure in evaluating our operating performance due to the non-cash accounting treatment under GAAP, which stems from the third quarter 2014 acquisition of two option properties following our formation transactions as they carry significantly below market ground leases, the amortization of which is material to our overall results. We present Modified FFO because we believe it is an important supplemental measure of our operating performance in that it adds back the non-cash amortization of below-market ground leases. There can be no assurance that Modified FFO presented by us is comparable to similarly titled measures of other REITs. Modified FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Modified FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.

Core Funds From Operations

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

Core Funds Available for Distribution

In addition to Core FFO, we present Core Funds Available for Distribution ("Core FAD") by (i) adding to Core FFO non-real estate depreciation and amortization, the amortization of deferred financing costs, amortization of debt discounts and non-cash compensation expenses, amortization of loss on interest rate derivative and (ii) deducting straight-line rent, amortization of debt premiums and above/below market rent revenue, and recurring capital improvements such as second generation leasing commissions, tenant improvements, prebuilts, capital expenditures and furniture, fixtures & equipment. Core FAD is presented solely as a supplemental disclosure that we believe provides useful information regarding our ability to fund our dividends. Core FAD does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FAD is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. There can be no assurance that Core FAD presented by us is comparable to similarly titled measures of other REITs.

Net Operating Income and Property Cash NOI

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

the Company also presents (1) Property Cash NOI, which excludes Observatory NOI and the effects of straight-line rent, fair value lease revenue, and straight-line ground rent expense adjustment, and (2) Property Cash NOI excluding lease termination fees. Property Cash NOI is presented solely as a supplemental disclosure that management believes allows investors to compare NOI performance across periods without taking into account the effect of certain non-cash rental revenues and straight-line ground rent expense adjustment. Similar to depreciation and amortization expense, fair value lease revenues, because of historical cost accounting, may distort operating performance measures at the property level. Additionally, presenting NOI excluding the impact of straight-line rent and straight-line ground rent expense adjustment provides investors with an alternative view of operating performance at the property level that more closely reflects net cash generated in the portfolio. Presenting Property Cash NOI excluding lease termination fees provides investors with additional information that allows them to compare operating performance between periods without taking into account termination fees, which can distort the results for any given period because they generally represent multiple months or years of a tenant’s rental obligations that are paid in a lump sum in connection with a negotiated early termination of the tenant’s lease and are not reflective of the core ongoing operating performance of the Company’s portfolio. However, the usefulness of NOI, Property Cash NOI, and Property Cash NOI excluding lease termination fees is limited because it excludes general and administrative costs, interest expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI and Property Cash NOI may fail to capture significant trends in these components of net income which further limits its usefulness. NOI and Property Cash NOI are measurements of the operating performance of our properties but do not measure our performance as a whole. These metrics therefore are not substitutes for net income as computed in accordance with GAAP. These measures should be analyzed in conjunction with net income computed in accordance with GAAP. Other companies may use different methods for calculating NOI, Property Cash NOI or similarly titled measures and, accordingly, our measures may not be comparable to similarly titled measures reported by other companies that do not define the measure exactly as we do.

Same Store

In the Company’s analysis of NOI, particularly to make comparisons of NOI between periods meaningful, it is important to provide information for properties that were owned by the Company throughout each period presented. The Company refers to properties acquired prior to the beginning of the earliest period presented and owned by the Company through the end of the latest period presented as “Same Store”. Same Store therefore excludes properties acquired after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired for that property to be included in Same Store. The Company’s definition of Same Store also excludes properties held-for-sale or those which we otherwise expect to dispose of in the subsequent quarter, properties placed in receivership, and our multifamily properties. For mixed-use properties, all same store property NOI is represented in the property category that comprises the majority of that mixed-use property's NOI. As of June 30, 2025, Same Store excludes the

North Sixth Street Collection which was acquired in September 2023, September 2024, October 2024 and June 2025, and First Stamford Place, Stamford, CT which was placed into receivership in May 2024 and title subsequently transferred to the lender in February 2025.

EBITDA and Adjusted EBITDA

We compute EBITDA as net income plus interest expense, interest expense associated with property in receivership, income taxes and depreciation and amortization. We present EBITDA because we believe that EBITDA, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of its ability to incur and service debt. EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of its financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of its liquidity. For Adjusted EBITDA, we add back impairment charges and (gain) loss on disposition of property.

Net Debt to Adjusted EBITDA

We compute Net Debt to Adjusted EBITDA as the Company’s pro-rata share of gross debt less cash and cash equivalents divided by the Company’s pro-rata share of trailing twelve months Adjusted EBITDA. The Company believes that the presentation of Net Debt to Adjusted EBITDA provides useful information to investors because the Company reviews Net Debt to Adjusted EBITDA as part of the management of its overall financial flexibility, capital structure and leverage based on its percentage ownership interest in all of its assets.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 23, 2025 EMPIRE STATE REALTY TRUST, INC. (Registrant)By: /s/ Stephen V. Horn Name: Stephen V. Horn Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer

EMPIRE STATE REALTY TRUST, INC.

(Registrant)

Date: September 22, 2025

By:

/s/ Christina Chiu

Name:

Christina Chiu

Title:

President

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMPIRE STATE REALTY OP, L.P.

(Registrant)

By: Empire State Realty Trust, Inc., as general partner

Date: September 22, 2025

By:

/s/ Christina Chiu

Name:

Christina Chiu

Title:

President

Date: July 23, 2025 EMPIRE STATE REALTY OP, L.P. (Registrant)By: Empire State Realty Trust, Inc., as general partnerBy: /s/ Stephen V. Horn Name: Stephen V. Horn Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer

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