Vornado Realty Trust (NYSE: VNO) $500M 5.75% 2033 notes sale

Rhea-AI Filing Summary

Vornado Realty L.P., the operating partnership of Vornado Realty Trust, issued and sold $500,000,000 aggregate principal amount of 5.750% Notes due 2033 in an underwritten debt offering under an effective shelf registration statement. The partnership entered into an underwriting agreement with BofA Securities, PNC Capital Markets, U.S. Bancorp Investments and Wells Fargo Securities as representatives of the underwriters. As of September 30, 2025, Vornado Realty Trust was the sole general partner and owned approximately 91.5% of the common limited partnership interests in Vornado Realty L.P.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

January 14, 2026

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

Maryland		No. 001-11954		No. 22-1657560
(State or Other		(Commission		(IRS Employer
Jurisdiction of Incorporation)		File Number)		Identification No.)

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware		No. 001-34482		No. 13-3925979
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

888 Seventh Avenue New York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 894-7000

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant		Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Vornado Realty Trust		Common Shares of beneficial interest, $.04 par value per share		VNO		New York Stock Exchange
		Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:
Vornado Realty Trust		5.40% Series L		VNO/PL		New York Stock Exchange
Vornado Realty Trust		5.25% Series M		VNO/PM		New York Stock Exchange
Vornado Realty Trust		5.25% Series N		VNO/PN		New York Stock Exchange
Vornado Realty Trust		4.45% Series O		VNO/PO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK	0001040765
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-01-14
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false

Emerging growth company ¨

Item 8.01. Other Events.

On January 14, 2026, Vornado Realty L.P. (the “Company”), the operating partnership through which Vornado Realty Trust, a fully integrated real estate investment trust organized under the laws of Maryland, conducts its business and owns substantially all of its interests in properties, issued and sold $500,000,000 aggregate principal amount of its 5.750% Notes due 2033 (the “Notes”) in an underwritten public offering (the “Offering”) pursuant to an effective shelf registration statement. Vornado Realty Trust is the sole general partner of, and owned approximately 91.5% of the common limited partnership interests in, Vornado Realty L.P. as of September 30, 2025. In connection with the Offering, the Company entered into an underwriting agreement with BofA Securities, Inc., PNC Capital Markets LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters of the Offering. A copy of that underwriting agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The opinion of Sullivan & Cromwell LLP with respect to the validity of the Notes and the opinion of Venable LLP with respect to certain matters relating to Vornado Realty Trust, a Maryland real estate investment trust and the sole general partner of the Company, are attached hereto as Exhibits 5.1 and 5.2, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

1.1	Underwriting Agreement, dated January 7, 2026, among BofA Securities, Inc. and PNC Capital Markets LLC, US Bancorp Investments, Inc. and Wells Fargo Securities, LLC as representatives of the several underwriters.
5.1	Opinion of Sullivan & Cromwell LLP as to validity of the Notes.
5.2	Opinion of Venable LLP.
23.1	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
23.2	Consent of Venable LLP (included in Exhibit 5.2).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VORNADO REALTY TRUST
	(Registrant)
	By:	/s/ Deirdre Maddock
	Name:	Deirdre Maddock
	Title:	Chief Accounting Officer (duly authorized officer and principal accounting officer)

Date: January 14, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VORNADO REALTY L.P.
	(Registrant)
	By:	VORNADO REALTY TRUST,
		Sole General Partner
	By:	/s/ Deirdre Maddock
	Name:	Deirdre Maddock
	Title:	Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

Date: January 14, 2026

FAQ

What did Vornado Realty L.P. announce in this 8-K filing for VNO?

Vornado Realty L.P. reported that it issued and sold $500,000,000 aggregate principal amount of 5.750% Notes due 2033 in an underwritten debt offering conducted under an effective shelf registration statement.

What are the key terms of the new Vornado (VNO) debt securities?

The partnership issued 5.750% Notes due 2033 with an aggregate principal amount of $500,000,000. These notes pay interest at 5.750% and mature in 2033.

Who are the underwriters for Vornado Realty L.P.’s $500 million notes offering?

The underwriting agreement was entered into with BofA Securities, Inc., PNC Capital Markets LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, acting as representatives of the several underwriters.

How is Vornado Realty Trust related to Vornado Realty L.P. in this VNO filing?

Vornado Realty Trust is the sole general partner of Vornado Realty L.P. and, as of September 30, 2025, owned approximately 91.5% of the common limited partnership interests in the partnership.

What legal opinions are included as exhibits in this VNO debt offering filing?

The filing includes an opinion of Sullivan & Cromwell LLP on the validity of the notes (Exhibit 5.1) and an opinion of Venable LLP on certain matters relating to Vornado Realty Trust (Exhibit 5.2), along with related consents.

Under what registration framework were the Vornado 5.750% Notes due 2033 issued?

The $500,000,000 5.750% Notes due 2033 were issued and sold in an underwritten public offering conducted pursuant to an effective shelf registration statement.