Vornado Realty Trust (VNO) EVP earns 41,958 LTIP Units in long-term plan

Rhea-AI Filing Summary

Vornado Realty Trust executive Barry Langer reported the earning of 41,958 LTIP Units tied to long-term performance goals. These Operating Partnership units can, after certain events and vesting, be converted into Class A Units and ultimately redeemed for cash or common shares on a one-for-one basis, with no expiration on these rights.

The LTIP Units were granted under the 2023 Long Term Performance Plan and earned based on total shareholder return versus peer indices, including 38,971 base units and 2,987 dividend accrual units. Half of these units vested when earned, while the remaining half is scheduled to vest on January 12, 2027, subject to continued employment, and each unit and resulting Class A Unit carries an additional one-year transfer restriction after vesting. Following this transaction, Langer beneficially owns 79,506 LTIP Units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Langer Barry

(Last) (First) (Middle)

C/O VORNADO REALTY TRUST

888 7TH AVENUE

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VORNADO REALTY TRUST [ VNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - DEV. CO-HEAD OF R.E.

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(1)(2)	(1)	02/05/2026(2)		A		41,958		(1)(3)	(1)	Common Shares	41,958	$0	79,506	D

Explanation of Responses:

1. Represents LTIP Units of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of Vornado Realty Trust (the "Company"). The LTIP Units are a class of units of the Operating Partnership that following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership ("Class A Units"). Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, common shares of the Company on a one-for-one basis or the cash value of such shares. The rights to convert LTIP Units into Class A Units and redeem Class A Units do not have expiration dates.

2. The LTIP Units were originally issued in January 2023 under the Company's 2023 Long Term Performance Plan and were subject to performance hurdles based on achievement of specified operational and relative performance metrics over predetermined performance periods, with the last performance period ending on January 12, 2026 (the "Relative TSR Performance Period"). On February 5, 2026, the Company's Compensation Committee determined the level of achievement of the relative performance metrics for these LTIP Units, resulting in 38,971 LTIP Units (the "LTPP Base Units") being earned at the conclusion of the Relative TSR Performance Period based on the Company's total shareholder return as compared to certain peer indices, and an additional 2,987 LTIP Units (the "LTPP Dividend Accrual Units") earned as an accrual for dividends payable on the LTPP Base Units.

3. One-half of the LTPP Dividend Accrual Units and one-half of the LTPP Base Units were vested when earned, and the other one-half of the LTPP Dividend Accrual Units and the other one-half of the LTPP Base Units vest on January 12, 2027, subject to continued employment. Each LTPP Base Units and LTPP Dividend Accrual Unit and Class A Unit acquired upon conversion of such LTIP Unit is subject to an additional one-year transfer restriction pursuant to which such LTIP Unit and Class A Unit generally may not be transferred, and the redemption right associated with the Class A Unit may not be exercised until one year after the vesting date.

	/s/ Ryan Saum, Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Vornado Realty Trust (VNO) report for Barry Langer?

Vornado Realty Trust EVP Barry Langer reported earning 41,958 LTIP Units under a long-term performance plan. These units were tied to multi-year performance metrics and increase his beneficial holdings to 79,506 LTIP Units in the operating partnership.

How were the 41,958 LTIP Units for Vornado (VNO) executive Barry Langer determined?

The 41,958 LTIP Units were earned based on total shareholder return versus peer indices and dividend accruals. They include 38,971 base units and 2,987 dividend accrual units under Vornado’s 2023 Long Term Performance Plan.

What is the vesting schedule for Barry Langer’s LTIP Units at Vornado (VNO)?

Half of Barry Langer’s earned LTIP Units vested when awarded, while the remaining half is scheduled to vest on January 12, 2027, subject to continued employment. Each unit then carries an additional one-year transfer restriction after its respective vesting date.

How can Barry Langer’s LTIP Units at Vornado Realty Trust (VNO) be converted or redeemed?

After vesting and certain events, LTIP Units can convert into Class A Units of Vornado Realty L.P. Each Class A Unit is redeemable for cash or, at the company’s election, one Vornado common share or the cash value of that share.

What price was reported for the LTIP Units in Vornado (VNO) executive Barry Langer’s Form 4?

The Form 4 lists a transaction price of $0 per LTIP Unit for the 41,958 units earned. This reflects a performance-based equity award rather than an open-market purchase, consistent with long-term incentive compensation structures.

Do Barry Langer’s LTIP Units at Vornado (VNO) have an expiration date?

The rights to convert LTIP Units into Class A Units and to redeem those Class A Units have no expiration dates. Once vested and subject to plan conditions, these conversion and redemption rights remain outstanding indefinitely under the described terms.