Business Context and Reporting Period
Company: Empire State Realty Trust, Inc. (ESRT) and Empire State Realty OP, L.P.
Filing Type: Form 8-K (Current Report)
Date of Report: June 2, 2026
Event: Regulation FD Disclosure regarding the posting of an Investor Presentation on the company's website for use at the Nareit REITweek 2026 Investor Conference.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The document serves as a disclosure notice for an external presentation rather than a financial statement.
Non-GAAP Measures Discussed:
- Net Operating Income (NOI): Used to evaluate property performance, excluding cost of funds, depreciation, amortization, acquisition expenses, and G&A.
- Property Cash NOI: Excludes Observatory NOI, straight-line rent, fair value lease revenue, and straight-line ground rent expense adjustments.
- EBITDA and Adjusted EBITDA: Calculated as net income plus interest, taxes, depreciation, and amortization; Adjusted EBITDA further adds back impairment charges and gains/losses on disposition.
- Net Debt to Adjusted EBITDA: A leverage metric calculated using gross debt less cash divided by trailing twelve months Adjusted EBITDA.
Material Changes and Portfolio Updates
The filing details the definition of "Same Store" properties as of March 31, 2026, noting specific exclusions due to recent acquisition or disposition activity:
- Excluded (Acquired): 86-90 North Sixth Street (June 2025), 41-55 North Sixth Street (March 2026), and 130 Mercer, SoHo, NY (December 2025).
- Excluded (Disposed): Metro Center, Stamford, CT (December 2025).
Prior period Same Store NOI has been adjusted to reflect these changes.
Guidance, Outlook, and Risks
Outlook: The Company intends to utilize the furnished Investor Presentation for meetings with investors and analysts at the Nareit REITweek 2026 Investor Conference.
Risks and Limitations:
- Non-GAAP Limitations: The filing explicitly states that NOI, Property Cash NOI, and EBITDA are not substitutes for GAAP net income. They exclude significant economic costs such as capital expenditures, leasing costs, interest, and depreciation.
- Comparability: These measures may not be comparable to similarly titled measures used by other companies due to differing calculation methods.
- Legal Status: The information in Item 7.01 is furnished, not "filed," and is not subject to Section 18 liabilities of the Exchange Act unless specifically incorporated by reference.
Investor Verification Checklist
- Review the full Investor Presentation (Exhibit 99.1) for specific financial figures, as this 8-K only summarizes the methodology.
- Verify the impact of the March 2026 acquisition (41-55 North Sixth Street) on the current quarter's Same Store metrics.
- Confirm the Net Debt to Adjusted EBITDA ratio in the presentation to assess leverage against credit facility covenants.
- Check for any updates on lease termination fees which are excluded from Property Cash NOI but may impact cash flow.