Empire State Realty Trust Inc-A 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number:001-36105 EMPIRE STATE REALTY TRUST, INC. (Exact name of Registrant as specified in its charter) (I.R.S. Employer Identification No.) 111 West 33rd Street,12th FloorNew York,New York10120(Address of principal executive offices) (Zip Code)(212)687-8700(Registrant's telephone number, including area code) Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements forthe past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☒Acceleratedfiler☐SmallerreportingcompanyEmerging 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant's executive officers during the relevant recovery period pursuant to§240.10D-1 (b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completedsecond fiscal quarter was $1,542,854,000based on the June 30, 2024 closing price of the registrant's Class A common stock of $9.38 per share on the NewYork Stock Exchange. As of February 26, 2025, there were166,736,226shares of the registrants' Class A common stock outstanding and976,082shares of the registrants' Class Bcommon stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Empire State Realty Trust, Inc.'s Proxy Statement for its 2024 Annual Stockholders' Meeting (which is scheduled to be held on May 15, 2025 in-person) to be filed within 120 days after the end of the Registrant's fiscal year are incorporated by reference into Part III of this Annual Report on Form 10-K. EMPIRE STATE REALTY TRUST, INC.FORM 10-KTABLE OF CONTENTS PART I. 1.Business1A.Risk Factors1B.Unresolved Staff Comments1C.Cybersecurity2.Properties3.Legal Proceedings4.Mine Safety Disclosures PART II. 5.Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities6.[Reserved]7.Management's Discussion and Analysis of Financial Condition and Results of Operations7A.Quantitative and Qualitative Disclosure about Market Risk8.Financial Statements and Supplementary Data9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure9A.Controls and Procedures9B.Other Information9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPART III 10.Directors, Executive Officers and Corporate Governance11.Executive Compensation12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters13.Certain Relationships and Related Tra