Empire State Realty Trust Inc-A美股招股说明书(2026-07-30版)

ClassA Common Stock This prospectus supplement relates to the possible issuance by Empire State Realty Trust, Inc., aMaryland corporation, of up to 87,412,804 shares of ClassA common stock, par value $0.01 per share (the“ClassA common stock”), (i)in exchange for commonunits of partnership interest (“OP Units”) in EmpireState Realty OP, L.P. a Delaware limited partnership (the “Operating Partnership”), tendered for redemptionby one or more of the limited partners of the Operating Partnership pursuant to their contractual rights, or(ii)upon conversion of shares of ClassB common stock, par value $0.01 per share (the “ClassB commonstock”), pursuant to the terms of our charter. The registration of the shares of ClassA common stock covered by this prospectus supplement does notnecessarily mean that any of the holders of OP Units or shares of ClassB common stock will tender theirOP Units for redemption and/or exercise their right to convert their ClassB common stock, as applicable, orthat upon any tender for redemption of OP Units, we will elect to redeem some or all of the OP Units byissuing shares of ClassA common stock instead of paying the applicable redemption price in cash. We will not receive any cash proceeds from any issuance of the shares of ClassA common stockcovered by this prospectus supplement, but we will acquire OP Units in exchange for any issuances ofshares of ClassA common stock in redemption of such OP Units. We have agreed to pay certain registrationexpenses relating to the shares of ClassA common stock covered by this prospectus supplement. See “Planof Distribution”. Shares of ClassA common stock are subject to ownership limitations that are intended to, among otherpurposes, assist us in qualifying and maintaining our qualification as a real estate investment trust (“REIT”)for U.S. federal income tax purposes. Our charter contains certain restrictions relating to the ownership andtransfer of our stock, including, subject to certain exceptions, a limit for all stockholders on ownership ofmore than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of ourcommon stock. See “Description of Common Stock of Empire State Realty Trust, Inc. — Restrictions onOwnership and Transfer” in the accompanying prospectus. Our ClassA common stock trades on the New York Stock Exchange, or the NYSE, under the symbol“ESRT”. On July29, 2026, the last reported sale price of our ClassA common stock on the NYSE was$5.80per share. Investing in our ClassA common stock involves risks. See “Risk Factors” beginning on pageS-4of thisprospectus supplement, as well as the risk factors contained in documents we file with the Securities andExchange Commission (the “SEC”) that are incorporated by reference in this prospectus supplement and theaccompanying prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is July30, 2026. TABLE OF CONTENTS Prospectus Supplement PROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-4USE OF PROCEEDSS-5REDEMPTION OF OP UNITSS-6CONVERSION OF CLASS B COMMON STOCKS-7COMPARISON OF OP UNITS TO COMMON STOCKS-8U.S. FEDERAL INCOME TAX CONSIDERATIONSS-18PLAN OF DISTRIBUTIONS-21LEGAL MATTERSS-22INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-23 PROSPECTUS SUMMARY1RISK FACTORS2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3WHERE YOU CAN FIND MORE INFORMATION5INFORMATION INCORPORATED BY REFERENCE6USE OF PROCEEDS7DESCRIPTION OF COMMON STOCK OF EMPIRE STATE REALTY TRUST, INC.8DESCRIPTION OF DEPOSITARY SHARES OF EMPIRE STATE REALTY TRUST, INC.20DESCRIPTION OF GUARANTEES23CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS24DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF EMPIRE STATEREALTY OP, L.P.47U.S. FEDERAL INCOME TAX CONSIDERATIONS55SELLING SECURITY HOLDERS77PLAN OF DISTRIBUTION78LEGAL MATTERS83EXPERTS83 You should rely only on the information contained or incorporated by reference in this prospectussupplement, the accompanying prospectus and any “free writing prospectus” we authorize to be delivered toyou. We have not authorized anyone to provide information different from that contained or incorporated byreference in this prospectus supplement, the accompanying prospectus and any such “free writingprospectus”. If anyone provides you with different or additional information, you should not rely on it. Thisprospectus supplement, the accompanying prospectus and any authorized “free writing prospectus” are notan offer to sell or the solicitation of an offer to buy any securities other than the registered shares to whichthey relate, nor is this prospectus supplement, the accompanying prospectus or any authorized “free writingprospectus” an offer to sell or the solicitation of an offer to buy se