ESBA on NYSE

Empire State Realty OP, L.P.

Real estate investment trust, listed on NYSE (ESBA)1

In its 2026 annual report the company says: “The Company is a recognized leader in energy efficiency and indoor environmental quality. Our office portfolio included 10 properties (including three long-term ground leasehold interests), all of which are located in Manhattan.”4

Price unavailable

Last updated Oct 21, 2026.

Overview

$766.8MRevenue, fiscal 20252
$73.0MNet income, fiscal 20252

Compare with Empire State Realty Trust, Summit Hotel Properties, Inc. or HIGHWOODS PROPERTIES, INC., or pick any stock.

  • TickerESBA on NYSE1
  • IndustryReal Estate Investment Trusts1
  • HeadquartersNew York, New York1
  • Business address111 West 33Rd Street, 12Th Fl, New York, Ny 101203
  • Filer categoryAccelerated filer3

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, 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.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

17.7%Operating margin2
9.5%Net margin2
0.0%Revenue growth, 20252

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Real Estate brought in 83% of the revenue Empire State Realty OP, L.P. broke down this way in fiscal 2025.

  1. Real Estate$638.5M283%up 1% from 2024
  2. Observatory,$128.3M217%down 6% from 2024
Business segments by year
Business segments202320242025
Real Estate$608.9M$630.4M$638.5M
Observatory,$129.4M$136.4M$128.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs77¢$588.1M
  • Interest13¢$103.1M
  • Income tax0¢$2.6M
  • Profit10¢$73.0M

Out of $766.8M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid16¢$39.0M
  • Share buybacks3¢$8.1M
  • Kept or used elsewhere81¢$201.9M

Out of $249.1M of cash from operations.2

Financial statements

Revenue567892$766.8M in 2025+5% since 2018
0$200.0M$400.0M$600.0M$800.0M2018: $731.5M$731.5M20182019: $731.3M$731.3M2019−0%2020: $609.2M$609.2M2020−17%2021: $624.1M$624.1M2021+2%2022: $725.7M$725.7M2022+16%2023: $738.2M$738.2M2023+2%2024: $766.8M$766.8M2024+4%2025: $766.8M$766.8M2025+0%
Operating income567892$135.6M in 2025−29% since 2018
0$50.0M$100.0M$150.0M$200.0M2018: $190.9M$190.9M20182019: $154.7M$154.7M2019−19%2020: $58.7M$58.7M2020−62%2021: $79.1M$79.1M2021+35%2022: $127.0M$127.0M2022+61%2023: $146.7M$146.7M2023+15%2024: $158.7M$158.7M2024+8%2025: $135.6M$135.6M2025−15%
Net income1067892$73.0M in 2025−37% since 2018
-$50.0M0$50.0M$100.0M$150.0M2018: $116.3M$116.3M20182019: $84.3M$84.3M2019−28%2020: -$22.9M-$22.9M20202021: -$13.0M-$13.0M2021−43%2022: $63.2M$63.2M20222023: $84.4M$84.4M2023+34%2024: $80.4M$80.4M2024−5%2025: $73.0M$73.0M2025−9%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Rental revenue$626.2M$614.6M$597.3M
Observatory revenue$128.3M$136.4M$129.4M
Lease termination fees$464.0K$4.8M$0
Third-party management and other fees$1.5M$1.2M$1.4M
Other revenue and fees$11.8M$11.0M$11.5M
Total revenues$768.3M$767.9M$739.6M
Property operating expenses$184.7M$179.2M$167.3M
Ground rent expenses$9.3M$9.3M$9.3M
General and administrative expenses$72.8M$70.2M$63.9M
Observatory expenses$38.2M$36.8M$35.3M
Real estate taxes$132.7M$128.8M$127.1M
Depreciation and amortization$194.8M$184.8M$189.9M
Total operating expenses$632.6M$609.2M$592.9M
Total operating income$135.6M$158.7M$146.7M
Interest income$8.7M$21.3M$15.1M
Interest expense-$103.1M-$105.2M-$101.5M
Interest expense associated with property in receivership-$647.0K-$4.5M$0
Loss on early extinguishment of debt-$97.0K-$553.0K$0
Gain on disposition of properties$35.0M$13.3M$26.8M
Income before income taxes$75.5M$83.0M$87.1M
Income tax expense-$2.6M-$2.7M-$2.7M
Net income$73.0M$80.4M$84.4M
Private perpetual preferred unit distributions-$4.2M-$4.2M-$4.2M
Net income attributable to non-controlling interest in other partnerships$0-$4.0K-$68.0K
Net income attributable to common unitholders$68.8M$76.2M$80.1M
Basic (in shares)266.9M shares264.7M shares263.2M shares
Diluted (in shares)270.0M shares269.0M shares265.6M shares
Basic (in USD per share)$0.26$0.29$0.30
Diluted (in USD per share)$0.25$0.28$0.30

Compare Empire State Realty OP, L.P. with another company

What it owns

What Empire State Realty OP, L.P. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$458.7M2 Dec 31, 2025$386.4M2 Dec 31, 2024+18.7%
Operating-lease assets (leased space)$27.9M2 Dec 31, 2025$28.2M2 Dec 31, 2024−0.9%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$2.8B2 Dec 31, 2025$2.5B2 Dec 31, 2024+13.0%
Real estate investments, at cost$4.2B2 Dec 31, 2025$3.8B2 Dec 31, 2024+11.1%
Real estate accumulated depreciation$1.4B2 Dec 31, 2025$1.3B2 Dec 31, 2024+7.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$132.7M2 Dec 31, 2025$385.5M2 Dec 31, 2024−65.6%
Stakes in other companies (equity method)$02 Dec 31, 2025$02 Dec 31, 2024

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$491.5M2 Dec 31, 2025$491.5M2 Dec 31, 20240%

Properties, in its own words

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. 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. We have 10 office properties and our retail properties are comprised of retail space at the base of our New York City office and multifamily properties, four standalone retail properties located in Manhattan and a portfolio of retail assets on North 6th Street (the "North Sixth Street Collection") in Williamsburg, Brooklyn. All properties are located in dynamic retail corridors with convenient access to mass transportation, a diverse tenant base and high pedestrian traffic. 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 rest of Item 2

The tables below present an overview as of December 31, 2025.

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. 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. 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. 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. 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. 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 · 10,507,517 · 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. 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. South · 19,511 · 100.0 · 100.0 · 4,140,247 · 212.20 · 6

1400 Broadway (9) · Penn Station -Times Sq. 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.

(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.

(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. 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.

(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. 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).

Item 2 of the 10-K filed Mar 2, 2026.4

Timeline

  1. Jul 29, 20268-K Results of operations; Regulation FD disclosure15
  2. Jul 17, 20268-K Entered a material agreement; New debt or obligation16
  3. Jun 2, 20268-K Regulation FD disclosure17
  4. Apr 29, 20268-K Results of operations; Regulation FD disclosure18
  5. Apr 15, 20268-K Entered a material agreement; New debt or obligation19
  6. Mar 16, 20268-K Executive or director change20
  7. Feb 17, 20268-K Results of operations; Regulation FD disclosure21
  8. Dec 5, 20258-K Regulation FD disclosure22
  9. Dec 2, 20258-K Regulation FD disclosure23
  10. Nov 17, 20258-K Entered a material agreement; New debt or obligation24
  11. Oct 29, 20258-K Results of operations; Regulation FD disclosure25
  12. Oct 16, 20258-K Entered a material agreement; New debt or obligation26

Calendar

Coming up

  1. Around Oct 28, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results15
  2. Apr 29, 2026Reported quarterly or annual results18
  3. Feb 17, 2026Reported quarterly or annual results21
  4. Oct 29, 2025Reported quarterly or annual results25
  5. Jul 23, 2025Reported quarterly or annual results27
  6. Apr 29, 2025Reported quarterly or annual results28
  7. Feb 19, 2025Reported quarterly or annual results29
  8. Oct 21, 2024Reported quarterly or annual results30

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

71 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 46 major events, 3 other. The latest 20:

  1. Aug 6, 202610-Q EDGAR
  2. Jul 30, 2026S-3ASR EDGAR
  3. Jul 29, 20268-K EDGAR
  4. Jul 17, 20268-K EDGAR
  5. Jun 2, 20268-K EDGAR
  6. May 7, 202610-Q EDGAR
  7. Apr 29, 20268-K EDGAR
  8. Apr 15, 20268-K EDGAR
  9. Mar 16, 20268-K EDGAR
  10. Mar 2, 202610-K EDGAR
  11. Feb 17, 20268-K EDGAR
  12. Dec 5, 20258-K EDGAR
  13. Dec 2, 20258-K EDGAR
  14. Nov 17, 20258-K EDGAR
  15. Nov 5, 202510-Q EDGAR
  16. Oct 29, 20258-K EDGAR
  17. Oct 16, 20258-K EDGAR
  18. Sep 22, 20258-K EDGAR
  19. Aug 6, 202510-Q EDGAR
  20. Jul 23, 20258-K EDGAR

The 71 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 36. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Montag A & Associates Inc215,072$1.2M0.1%New
Susquehanna International Group, Llp130,695$725.4K0.0%+5,747
North Star Investment Management Corp.94,631$525.2K0.0%No change
Morgan Stanley83,670$464.4K0.0%−999
Sequoia Financial Advisors, LLC81,409$451.8K0.0%−3,500
Verdence Capital Advisors LLC72,272$401.1K0.0%No change
Vectors Research Management, LLC72,272$401.1K0.1%No change
Commonwealth Equity Services, LLC52,808$293.1K0.0%+137
Cassaday & Co Wealth Management LLC36,868$204.6K0.0%+234
Northwestern Mutual Wealth Management Co35,000$194.2K0.0%No change
Cerity Partners LLC29,433$163.4K0.0%No change
Bard Associates Inc28,778$159.7K0.0%No change
Raymond James Financial Inc26,956$149.6K0.0%No change
Wells Fargo & Company/mn24,943$138.4K0.0%−708
Oppenheimer & Co Inc24,692$137.0K0.0%No change
J. L. Bainbridge & Co., Inc.24,206$134.3K0.0%No change
Woodmont Investment Counsel LLC21,690$120.4K0.0%No change
Silvercrest Asset Management Group LLC19,032$105.6K0.0%No change
Mercer Global Advisors Inc /adv19,000$105.5K0.0%No change
Tortoise Investment Management, LLC18,897$104.9K0.0%No change
Creative Planning17,463$96.9K0.0%No change
Bank Of Montreal /can/17,212$95.5K0.0%No change
Citadel Advisors LLC17,211$95.5K0.0%−4,623
Wescott Financial Advisory Group, LLC16,408$91.1K0.0%No change
Baker Avenue Asset Management, LP15,983$88.7K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Empire State Realty OP, L.P. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAREmpire State Realty OP, L.P.1
  • CIK0001553079
  • Employer ID (EIN)45-46851584
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address111 West 33Rd Street, 12Th Fl, New York, NY 101201
  • Phone212-850-26001
  • Shares outstanding16,479,998 Series ES Operating Partnership Units shares; 4,237,737 Series60 Operating Partnership Units shares; 2,206,101 Series250 Operating Partnership Units shares as of Feb 24, 20264
  • Public float$0 as of Jun 30, 20252
  • AuditorErnst & Young LLP, New York, New York PCAOB ID 42; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceJul 3, 20121
  • Filings312 in all: 8-K (110), 425 (77), 10-Q (39), 10-K (13), CORRESP (12), SC TO-I/A (9), SC TO-T/A (9), S-3ASR (5)1
    All 25 form types

    S-4/A (5), 424B3 (4), 10-K/A (3), 10-Q/A (3), SC 14D9 (3), SC 14D9/A (3), SC TO-T (3), UPLOAD (3), 8-A12B (2), SC TO-I (2), 25 (1), CERTARCA (1), CERTNYS (1), D (1), EFFECT (1), NT 10-Q (1), SC TO-C (1)

  • Latest filingsAnnual report (10-K) Mar 2, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Latest 8-K (8-K) Jul 29, 2026

Securities registered for trading

ClassSymbolExchange
Series ES operating partnership unitsESBANYSE Arca, Inc.
Series 60 operating partnership unitsOGCPNYSE Arca, Inc.
Series 250 operating partnership unitsFISKNYSE Arca, Inc.

From the cover page of the 10-K filed Mar 2, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Empire State Realty OP, L.P. names in Item 1A of its 10-K filed Mar 2, 2026: 61 risks under these headings, as written.4

  • 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.
  • We rely on three properties, in particular the Empire State Building and its Observatory, for a significant portion of our revenue.
  • Our five largest tenants represented approximately 17.4% of our total commercial portfolio’s annualized rent as of December 31, 2025.
  • 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.
  • 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.
  • The bankruptcy or insolvency of any tenant could result in the termination of such tenant’s lease and material losses to us.
  • Competition may impede our ability to attract or retain tenants or re-lease space and we may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants.
  • 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.
  • The short-term nature of multifamily leases exposes us more quickly to the effects of declining market rents, potentially making our revenue more volatile.
The other 52 risks
  • Risks Relating to Our Properties
  • We face various risks related to our ground leases, including those arising from breach, expiration and eminent domain proceedings, and we have no permanent economic interest in the land or improvements at such properties.
  • We are exposed to risks associated with property development.
  • Significant inflation could adversely affect our business and financial results.
  • We may not be able to control our operating costs, or our expenses may remain constant or increase even if income from our properties decreases.
  • We are exposed to risks from third-party property management services.
  • 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.
  • The broadcasting operations at the Empire State Building are not traditional real estate operations, and competition and changes in the broadcasting of signals over air may subject us to additional risks.
  • The impairment of a significant portion of goodwill could negatively affect our results of operations and financial condition.
  • Risks Relating to Acquisitions and Dispositions
  • We may be unable to identify and successfully complete acquisitions, and completed acquisitions may expose us to additional risks.
  • We may acquire properties through tax deferred contribution transactions, which could result in securityholder dilution and limit our ability to sell such assets.
  • If we are unable to sell, dispose of or refinance one or more properties in the future, we may be unable to realize our investment objectives.
  • We may incur taxable capital gain on the disposition of assets due to the failure to comply with Section 1031 of the Code.
  • Risks Relating to Our Indebtedness and Liquidity
  • Our debt, the cost of our debt and limitations in our loan documents could adversely affect us.
  • Our debt includes restrictions on our financial and operational flexibility and distributions.
  • Mortgages expose us to foreclosure and loss of our investment in a mortgaged property.
  • High mortgage rates and/or unavailability of mortgage debt may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions.
  • Our growth depends on external sources of capital that are outside of our control.
  • Risks Relating to Disaster Recovery and Business Continuity
  • Natural disasters and physical climate risk could adversely impact our area and business.
  • Some of our potential losses may not be covered by insurance.
  • We may incur significant costs to comply with environmental laws, and environmental contamination may impair our ability to lease and/or sell real estate.
  • We may incur significant costs to comply with environmental laws, for example New York City’s Local Law 97.
  • Risks Relating to Human Capital Management
  • The departure of any of our key personnel could materially and adversely affect us.
  • 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.
  • Our failure to maintain satisfactory labor relations could materially and adversely affect us.
  • 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 face risks associated with our tenants being designated “Prohibited Persons” by OFAC and similar requirements.
  • We may incur significant costs to comply with the ADA and similar laws.
  • We may become subject to litigation, which could have a material adverse effect on our financial condition.
  • Stakeholder attention to sustainability matters may impact our business.
  • Cyberattacks and any failure to comply with related laws could negatively impact us.
  • The adoption of or changes in rent regulation, tenant protection and eviction laws in New York could adversely affect our residential operations and property values.
  • 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.
  • Risks Related to ESRT's REIT Status, Our Organization and Structure
  • If we are treated as a corporation for U.S. federal income tax purposes, we will be subject to entity-level U.S. federal income tax, and ESRT will cease to qualify as a REIT.
  • You may be allocated more taxable income than the distributions you receive from us.
  • Your ability to deduct certain losses allocated from us may be subject to limitations.
  • Participants may recognize taxable gain resulting from a reduction in their allocable share of our liabilities or specific transactions or tax elections by ESRT.
  • Failure of ESRT to qualify as a REIT would have a material adverse effect on us.
  • 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.
  • 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.
  • If we are unable to continue to lease the Empire State Building Observatory to a TRS or to maintain our broadcast licenses, in each case in a manner consistent with the IRS ruling that ESRT has received, we would be required to restructure our operations in a manner that could adversely affect the value of our OP units.
  • Our state and local taxes could increase due to property tax rate changes, reassessment and/or changes in state and local tax laws, which could materially and adversely affect us.
  • U.S. federal, state and local legislative, judicial or regulatory tax changes could have a material adverse effect on our shareholders and us.
  • 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.
  • Holders of ESRT’s Class B common stock have a significant vote in ESRT matters.
  • The concentration of our voting power may adversely affect the ability of new investors to influence our policies.
  • Conflicts of interest exist or could arise in the future between ESRT’s securityholders and OP unit holders.
  • ESRT’s rights and the rights of ESRT’s securityholders to take action against ESRT’s directors and officers are limited, which could limit your recourse in the event of actions not in your best interest.
  • Limits on changes in control may discourage takeover attempts beneficial to securityholders.
  • 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.
  • Changes in market conditions could adversely affect the market price of ESRT's Common Stock and our traded OP Units.
  • The future exercise of registration rights may adversely affect the market price of our securities.
  • Future issuances of debt or equity securities or preferred units may be dilutive to current securityholders and may materially adversely affect the market price of our traded securities.

Legal proceedings

Refer to “Financial Statements — Note 9 Commitments and Contingencies” in this Annual Report on Form 10-K for a description of any pending legal proceedings.

The opening of Item 3, Legal Proceedings.4

Sources

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