Anthony E. Malkin - 10 Feb 2023 Form 4 Insider Report for Empire State Realty Trust, Inc. (ESRT)

Footnote F1

These represent long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon sufficient allocations to the capital accounts of the LTIP Units for federal income tax purposes, LTIP Units are convertible by the Reporting Person, upon vesting, into an equivalent number of units of limited partnership interests ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc. (the "Issuer") on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP Units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates. These LTIP Units were granted under the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan.

Footnote F2

These LTIP Units were earned on the achievement of certain performance criteria based on the Issuer's total shareholder return measured in industry-relative terms during a three-year performance period which ended on December 31, 2022. 50% of such earned LTIP Units fully vested as of January 1, 2023, and the remaining 50% of such earned LTIP Units will vest on January 1, 2024 subject to continued employment.