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Empire State Realty OP LP

For the period ended Sep 30, 2024. Filed Nov 8, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 8, 2024

ESBA$5.20-0.5%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-10-08.

0001553079-24-000012

Item 1A. RISK FACTORS

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-08.

0001553079-24-000015

Item 1A. RISK FACTORS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 9 previous paragraphs and 7 current paragraphs.

5 unchanged; 2 reworded; 0 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Removed paragraphs (2)

Previous report

We have identified a material weakness in our internal control over financial reporting related to information technology general controls. Failure to maintain effective internal control over financial reporting could result in loss of investor confidence and adversely impact our stock price.

Previous report

We are required under Section 404 of the Sarbanes-Oxley Act to maintain internal control over financial reporting that meets applicable standards. We identified a material weakness in our internal control over financial reporting for the periods ended December 31, 2023 and 2022 related to the design of certain of our ITGCs for information systems and applications used in the preparation of our financial statements. See Part I, ITEM 4, “Controls and Procedures — Material Weakness in Internal Control Over Financial Reporting” for more information. We may not be successful in implementing our remediation efforts or in developing other internal controls. Any failure by us to maintain effective internal control over financial reporting could adversely affect our ability to record, process or report financial information accurately and to prepare financial statements in a timely manner, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.
Reworded paragraphs (2)

Previous wording

As of June 30, 2024, there have been no material changes to the risk factors, except as set forth below. See the section entitled "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2023 and any additional factors that may be contained in any filing we make with the SEC.

Current wording

As of September 30, 2024, there have been no material changes to the risk factors. See the section entitled "Risk Factors" of our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, and any additional factors that may be contained in any filing we make with the SEC.

Previous wording

ESRT's Board of Directors authorized the repurchase of up to $500 million of ESRT Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2024 through December 31, 2025. Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by ESRT and us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT's and our discretion without prior notice. As of June 30, 2024, we had $500.0 million remaining of the authorized repurchase amount. There were no repurchases of equity securities during the three months ended June 30, 2024.

Current wording

Our Board of Directors authorized the repurchase of up to $500 million of our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units from January 1, 2024 through December 31, 2025. Under the program, we may purchase our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate us to acquire any particular amount of securities, and the program may be suspended or discontinued at our discretion without prior notice. As of September 30, 2024, we had $500.0 million remaining of the authorized repurchase amount. There were no repurchases of equity securities during the three months ended September 30, 2024.