Business Context and Reporting Period
Company: Empire State Realty Trust, Inc. and Empire State Realty OP, L.P.
Filing Type: Form 8-K (Current Report)
Date of Report: February 17, 2026
Reporting Period: Fourth Quarter 2025
This filing announces the financial results for the fourth quarter of 2025. The report incorporates by reference a press release (Exhibit 99.1) and a supplemental report (Exhibit 99.2) containing detailed financial data, which are not deemed "filed" under Section 18 of the Exchange Act.
Key Financial Metrics
The filing text defines the methodology for several non-GAAP financial measures but does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity for the fourth quarter of 2025. These figures are contained in the referenced Exhibits 99.1 and 99.2, which are not included in the provided text.
Defined Non-GAAP Measures:
- Funds From Operations (FFO): Net income excluding impairment, gains/losses on debt restructurings and property sales, plus real estate depreciation/amortization.
- Modified FFO: FFO adjusted for below-market ground lease amortization.
- Core FFO: Modified FFO excluding non-recurring items such as debt extinguishment losses, acquisition expenses, severance, and litigation costs.
- Core Funds Available for Distribution (Core FAD): Core FFO adjusted for non-cash items and recurring capital improvements to estimate dividend funding ability.
- Net Operating Income (NOI): Property-level performance metric excluding cost of funds, depreciation, and corporate expenses.
- EBITDA and Adjusted EBITDA: Net income plus interest, taxes, depreciation, and amortization; Adjusted EBITDA further adds back impairments and disposition gains/losses.
Material Changes and Portfolio Activity
While specific financial variances are not detailed in the text, the filing outlines significant portfolio changes affecting the "Same Store" property definition as of December 31, 2025:
- Dispositions: Metro Center (Stamford, CT) was disposed of in December 2025.
- Acquisitions: 130 Mercer (SoHo, NY) was acquired in December 2025. The North Sixth Street Collection (four acquisitions) occurred between September 2023 and June 2025.
- Receivership: First Stamford Place (Stamford, CT) was placed in receivership in May 2024, with title transferred to the lender in February 2025.
- Exclusions: Multifamily properties are excluded from Same Store calculations.
Guidance, Outlook, and Risks
Management Commentary: Management emphasizes the utility of non-GAAP measures (FFO, NOI, EBITDA) for evaluating REIT performance, noting that these metrics exclude non-cash accounting treatments and one-time items to better reflect operating trends.
Risks and Limitations:
- Non-GAAP Limitations: The filing explicitly states that FFO, Modified FFO, Core FFO, Core FAD, NOI, and EBITDA do not represent cash generated from operating activities and should not be considered alternatives to GAAP net income or cash flow.
- Comparability: There is no assurance that these measures are comparable to similarly titled measures used by other REITs due to varying computation methods.
- Capital Needs: These metrics are not indicative of cash available to fund ongoing needs or make distributions.
Investor Verification Checklist
- Verify specific Q4 2025 revenue, net income, and FFO figures in the attached Press Release (Exhibit 99.1).
- Review the Supplemental Report (Exhibit 99.2) for detailed breakdowns of Core FAD and Net Debt to Adjusted EBITDA ratios.
- Confirm the impact of the First Stamford Place receivership and Metro Center disposition on the current quarter's financial results.
- Assess the "Same Store" NOI performance excluding the newly acquired 130 Mercer and the North Sixth Street Collection.
- Check for any updated forward-looking guidance or dividend announcements in the referenced press release.