▸ As of December 31, 2025, we had approximately 0.7 million rentable square feet of vacant space in our office and· · · · · ● 1 ▸ In the future we may acquire properties through tax deferred contribution transactions in exchange for our partnership interests, which may result in dilution to securityholders, reduction of tax depreciation we could deduct over the tax life of the· · · · · ● 1 ▸ 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.· · · · · ● 1 ▸ Failure to maintain effective internal control over financial reporting could result in loss of investor confidence and adversely impact our stock price.· · · · ● ● 2 ▸ 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.· · · · ● ● 2 ▸ Changes in market conditions could adversely affect the market price of ESRT's Common Stock and our traded OP Units.· · ● ● ● ● 4 rw ▸ Significant inflation could adversely affect our business and financial results.· · ● ● ● ● 4 ▸ Stakeholder attention to sustainability matters may impact our business.· · ● ● ● ● 4 rw ▸ The Observatory operations at the Empire State Building may be negatively impacted by geopolitical factors, competition, adverse weather, and changes in tourist trends.· · ● ● ● ● 4 rw ▸ U.S. federal, state and local legislative, judicial or regulatory tax changes could have a material adverse effect on our shareholders and us.· · ● ● ● ● 4 ▸ We may incur taxable capital gain on the disposition of assets due to the failure to comply with Section 1031 of the Code.· · ● ● ● ● 4 rw ▸ The short-term nature of multifamily leases exposes us more quickly to the effects of declining market rents, potentially making our revenue more volatile.· ● ● ● ● ● 5 ▸ We are exposed to risks from third-party property management services.· ● ● ● ● ● 5 rw ▸ We may incur significant costs to comply with environmental laws, for example New York City’s Local Law 97.· ● ● ● ● ● 5 rw ▸ In the future we may acquire properties through tax deferred contribution transactions in exchange for our partnership· · · · ● · 1 ▸ A sustained shift away from in-person work environments to remote work could have an adverse effect on the overall demand for our office and multifamily apartment units.· · · ● · · 1 ▸ From time to time we may dispose of properties in transactions that are intended to qualify as “like kind exchanges” under Section 1031 of the Code. It is possible that the qualification of a transaction as a like-kind exchange could be· · · ● · · 1 ▸ Any future public health crisis could have, significant impacts on how people live, work, and travel in ways that have affected and may in the future affect our properties.· · ● · · · 1 ▸ If contamination is discovered on our properties, environmental laws may restrict use or operations. For example, we have restrictions imposed on site workdoneatour500MamaroneckpropertyrequiredbytheNewYorkStateDepartmentof· · ● · · · 1 ▸ The COVID-19 pandemic impacted the entire U.S., including New York and Connecticut where our properties are located.· · ● · · · 1 ▸ TheCOVID-19pandemichad,andanyfuturepublichealthcrisiscouldhave,seriousadverseeffectsonourand our tenants’ businesses, results of operations, cash flows and financial condition, and on local, national, and global economic activity.· · ● ● · · 2 ▸ These trends and the related effects may continue after the pandemic, which could impair demand and value at our properties.· · ● · · · 1 ▸ We may be adversely affected by the discontinuation of London Interbank Offered Rate (LIBOR).· · ● · · · 1 ▸ Government housing regulations may limit opportunities at the multifamily properties in which we invest, and failure to comply with resident qualification requirements may result in financial penalties or loss of benefits.· ● ● ● · · 3 ▸ The adoption of or changes in rent control or rent stabilization regulations and eviction regulations in our markets could have an adverse effect on our operations and property values.· ● ● ● ● · 4 rw ▸ While the U.S. economy has shown signs of improvement compared to 2020 and the use of vaccines has alleviated some COVID-19 restrictions, the persistence of the pandemic and spread of new virus strains reinforces the risks described herein.· ● · · · · 1 ▸ A sustained shift away from in-person work environments to remote work, increased use of a hoteling desk layout or a move towards a city hub and suburban spoke geographic model could have an adverse effect on the overall demand for office space.● · · · · · 1 ▸ Competition may impede our ability to attract or retain tenants or re-lease space.● ● · · · · 2 rw ▸ Our tax protection agreements could limit our ability either to sell certain properties or to engage in a strategic transaction, or to reduce our level of indebtedness, which could materially and adversely affect us.● ● ● ● · · 4 ▸ group Risks Related to our Traded OP Units● ● · · · · 2 ▸ group Risks Related to the COVID-19 Pandemic● ● ● ● · · 4 ▸ Specific transactions or tax elections may cause you to recognize gain or otherwise affect your investment.● ● ● ● · · 4 ▸ Tax consequences to holders of our operating partnership units upon a sale or refinancing of our properties may cause the interests of certain members of ESRT’s senior management team to differ from your own.● ● ● ● · · 4 ▸ The phase-out, replacement or unavailability of LIBOR could affect interest rates under our revolving credit facility, as well as our ability to obtain future debt financing on favorable terms.● ● · · · · 2 ▸ There remains uncertainty as to how partnership tax audits will be applied.● ● · · · · 2 ▸ These limitations could have the effect of discouraging a takeover or other transaction in which our securityholders might receive a premium for their securities or which holders might believe to be otherwise in their best interests.● ● ● · · · 3 ▸ To allow ESRT to comply with REIT distribution requirements, we may be required to borrow funds during unfavorable market conditions or may be subject to tax.● ● ● ● · · 4 ▸ U.S. federal tax reform legislation now and in the future could affect REITs generally and the geographic markets in which we operate both positively and negatively, in ways that are difficult to anticipate.● ● · · · · 2 ▸ 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.● ● ● ● ● ● 6 rw ▸ 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.● ● ● ● ● ● 6 rw ▸ Conflicts of interest exist or could arise in the future between ESRT’s securityholders and OP unit holders.● ● ● ● ● ● 6 rw ▸ Cyberattacks and any failure to comply with related laws could negatively impact us.● ● ● ● ● ● 6 ▸ 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.● ● ● ● ● ● 6 rw ▸ 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.● ● ● ● ● ● 6 ▸ Failure of ESRT to qualify as a REIT would have a material adverse effect on us.● ● ● ● ● ● 6 ▸ 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.● ● ● ● ● ● 6 rw ▸ 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.● ● ● ● ● ● 6 rw ▸ Holders of ESRT’s Class B common stock have a significant vote in ESRT matters.● ● ● ● ● ● 6 ▸ 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.● ● ● ● ● ● 6 ▸ 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.● ● ● ● ● ● 6 ▸ Limits on changes in control may discourage takeover attempts beneficial to securityholders.● ● ● ● ● ● 6 ▸ Mortgages expose us to foreclosure and loss of our investment in a mortgaged property.● ● ● ● ● ● 6 ▸ Natural disasters and physical climate risk could adversely impact our area and business.● ● ● ● ● ● 6 rw ▸ 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.● ● ● ● ● ● 6 ▸ Our debt includes restrictions on our financial and operational flexibility and distributions.● ● ● ● ● ● 6 ▸ Our debt, the cost of our debt and limitations in our loan documents could adversely affect us.● ● ● ● ● ● 6 rw ▸ Our failure to maintain satisfactory labor relations could materially and adversely affect us.● ● ● ● ● ● 6 ▸ Our five largest tenants represented approximately 17.4% of our total commercial portfolio’s annualized rent as of December 31, 2025.● ● ● ● ● ● 6 rw ▸ Our growth depends on external sources of capital that are outside of our control.● ● ● ● ● ● 6 ▸ 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.● ● ● ● ● ● 6 rw ▸ 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.● ● ● ● ● ● 6 ▸ Participants may recognize taxable gain resulting from a reduction in their allocable share of our liabilities or specific transactions or tax elections by ESRT.● ● ● ● ● ● 6 rw ▸ group Risks Related to ESRT's REIT Status, Our Organization and Structure● ● ● ● ● ● 6 ▸ group Risks Related to Our Business and Properties● ● ● ● ● ● 6 ▸ group Risks Related to Our Non-Real Estate Operations● ● ● ● ● ● 6 ▸ group Risks Relating to Acquisitions and Dispositions● ● ● ● ● ● 6 ▸ group Risks Relating to Disaster Recovery and Business Continuity● ● ● ● ● ● 6 ▸ group Risks Relating to Human Capital Management● ● ● ● ● ● 6 ▸ group Risks Relating to Legal Compliance, Sustainability and Cybersecurity● ● ● ● ● ● 6 rw ▸ group Risks Relating to Our Indebtedness and Liquidity● ● ● ● ● ● 6 ▸ group Risks Relating to Our Properties● ● ● ● ● ● 6 ▸ group Risks Relating to Portfolio Concentration● ● ● ● ● ● 6 ▸ group Risks Relating to the Real Estate Market● ● ● ● ● ● 6 ▸ Some of our potential losses may not be covered by insurance.● ● ● ● ● ● 6 ▸ The bankruptcy or insolvency of any tenant could result in the termination of such tenant’s lease and material losses to us.● ● ● ● ● ● 6 ▸ 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.● ● ● ● ● ● 6 ▸ The concentration of our voting power may adversely affect the ability of new investors to influence our policies.● ● ● ● ● ● 6 ▸ The departure of any of our key personnel could materially and adversely affect us.● ● ● ● ● ● 6 rw ▸ The future exercise of registration rights may adversely affect the market price of our securities.● ● ● ● ● ● 6 ▸ The impairment of a significant portion of goodwill could negatively affect our results of operations and financial condition.● ● ● ● ● ● 6 rw ▸ 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.● ● ● ● ● ● 6 ▸ 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.● ● ● ● ● ● 6 rw ▸ We are exposed to risks associated with property development.● ● ● ● ● ● 6 ▸ 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.● ● ● ● ● ● 6 ▸ We face risks associated with our tenants being designated “Prohibited Persons” by OFAC and similar requirements.● ● ● ● ● ● 6 ▸ 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.● ● ● ● ● ● 6 ▸ We may acquire properties through tax deferred contribution transactions, which could result in securityholder dilution and limit our ability to sell such assets.● ● ● ● ● ● 6 ▸ We may be unable to identify and successfully complete acquisitions, and completed acquisitions may expose us to additional risks.● ● ● ● ● ● 6 rw ▸ 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.● ● ● ● ● ● 6 rw ▸ We may become subject to litigation, which could have a material adverse effect on our financial condition.● ● ● ● ● ● 6 rw ▸ We may incur significant costs to comply with environmental laws, and environmental contamination may impair our ability to lease and/or sell real estate.● ● ● ● ● ● 6 ▸ We may incur significant costs to comply with the ADA and similar laws.● ● ● ● ● ● 6 rw ▸ 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.● ● ● ● ● ● 6 ▸ We rely on three properties, in particular the Empire State Building and its Observatory, for a significant portion of our revenue.● ● ● ● ● ● 6 rw ▸ You may be allocated more taxable income than the distributions you receive from us.● ● ● ● ● ● 6 ▸ Your ability to deduct certain losses allocated from us may be subject to limitations.● ● ● ● ● ● 6 
