Vornado director granted 7,168 restricted units

MANDELBAUM DAVID reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MANDELBAUM DAVID reported acquisition or exercise transactions in this Form 4 filing.

Vornado Realty Trust director David Mandelbaum received a grant of 7,168 restricted units of Vornado Realty L.P. on May 21, 2026. These restricted units vest immediately and are convertible into 7,168 Class A Units, which can then be redeemed for cash or, at the company’s election, an equal number of common shares.

The restricted units and any resulting common shares are effectively locked up while he serves on the Board of Trustees, except for conversions and redemptions under the plan’s terms. After this award, Mandelbaum holds 7,168 restricted units directly.

Insider Trade Summary

Grant/Award: 7,168 shares

Grant/Award 1 txn

Insider MANDELBAUM DAVID

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Units	7,168	$0.00	$0.00

Holdings After Transaction: Restricted Units — 7,168 contracts (Direct)

Footnotes (2)

1. F1. On May 21, 2026, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the Operating Partnership of Vornado Realty Trust (the "Company"). The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership. Class A Units are redeemable by the holder for cash or, at the Company's election, common shares of beneficial interest, $0.04 par value per share (the "Common Shares") of the Company on a one for one basis or the cash value of such shares.
2. F2. These Restricted Units vest immediately. These units are not transferable until the reporting person is no longer serving as a member of the Company's Board of Trustees, other than in connection with a conversion of the Restricted Units to Class A Units and a redemption of such Class A Units for Common Shares. Any Common Shares issued in connection with such a redemption must be held by the reporting person until such person is no longer a member of the Company's Board of Trustees.

Key Figures

Restricted units granted: 7,168 units Total restricted units after grant: 7,168 units Underlying common shares: 7,168 shares +1 more

4 metrics

Restricted units granted 7,168 units Grant of restricted units on May 21, 2026

Total restricted units after grant 7,168 units Holdings following the reported transaction

Underlying common shares 7,168 shares One-for-one underlying common shares of beneficial interest

Grant price per unit $0.00 Compensation grant, no cash paid by director

Key Terms

Restricted Units, Class A Units, Common Shares, Operating Partnership, +1 more

5 terms

Restricted Units financial

"the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P."

Class A Units financial

"convertible by the holder into an equivalent number of Class A Units of the Operating Partnership"

Class A units are a specific type of ownership stake in a company, fund, trust, or partnership that carries a defined set of rights—often different voting power, dividend priority, or fee arrangements—distinct from other classes of units. For investors they matter because those differences affect control, income and potential returns; think of two neighbors in the same building where one has a bigger say in decisions or a larger share of rental income.

Common Shares financial

"redeemable by the holder for cash or, at the Company's election, common shares of beneficial interest"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

Operating Partnership financial

"Vornado Realty L.P. (the "Operating Partnership"), the Operating Partnership of Vornado Realty Trust"

An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.

Board of Trustees financial

"until the reporting person is no longer serving as a member of the Company's Board of Trustees"

A board of trustees is a group of individuals responsible for overseeing and guiding the management of an organization, such as a nonprofit, university, or charity. They act like a steering committee, making important decisions to ensure the organization stays true to its mission and remains financially healthy. For investors, the board’s effectiveness can influence the organization’s stability and long-term success.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Vornado Realty Trust (VNO) report for David Mandelbaum?

Vornado Realty Trust reported that director David Mandelbaum received 7,168 restricted units of Vornado Realty L.P. on May 21, 2026. The award is compensation-related, not an open-market stock purchase or sale, and is tied to his role on the Board of Trustees.

How many restricted units did the VNO director receive and what do they represent?

David Mandelbaum received 7,168 restricted units, each linked to an equivalent underlying common share. These units are a class of the operating partnership’s equity that can later convert into Class A Units and ultimately into cash or one-for-one common shares, at the company’s election.

When do David Mandelbaum’s Vornado restricted units vest and become transferable?

The 7,168 restricted units vest immediately upon grant. However, they are not transferable while he serves on the Board of Trustees, except for conversion into Class A Units and redemption for cash or common shares as permitted under the award’s terms.

Can the Vornado (VNO) restricted units be converted into common shares?

Yes. After certain events, the restricted units are convertible into an equivalent number of Class A Units. Those Class A Units are redeemable for cash or, at Vornado’s election, common shares of beneficial interest on a one-for-one basis or the cash value of such shares.

Are any common shares issued from these VNO restricted units freely tradable?

Common shares issued from redemption of the Class A Units must be held by David Mandelbaum while he remains a member of the Board of Trustees. This condition effectively restricts his ability to sell those shares during his board service, reinforcing long-term alignment.

What is David Mandelbaum’s restricted unit position in Vornado after this grant?

Following the May 21, 2026 grant, David Mandelbaum holds 7,168 restricted units directly. The Form 4 shows this as his total restricted unit position after the transaction, with no additional derivative positions listed in the derivative holdings summary section.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:30 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MANDELBAUM DAVID

(Last) (First) (Middle)

C/O VORNADO REALTY TRUST

888 SEVENTH AVENUE

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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

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

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

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
Restricted Units(1)	(1)	05/21/2026		A		7,168		(2)	(2)	Common Shares	7,168	(1)	7,168	D

Explanation of Responses:

1. On May 21, 2026, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the Operating Partnership of Vornado Realty Trust (the "Company"). The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership. Class A Units are redeemable by the holder for cash or, at the Company's election, common shares of beneficial interest, $0.04 par value per share (the "Common Shares") of the Company on a one for one basis or the cash value of such shares.

2. These Restricted Units vest immediately. These units are not transferable until the reporting person is no longer serving as a member of the Company's Board of Trustees, other than in connection with a conversion of the Restricted Units to Class A Units and a redemption of such Class A Units for Common Shares. Any Common Shares issued in connection with such a redemption must be held by the reporting person until such person is no longer a member of the Company's Board of Trustees.

	/s/ Ryan Saum, Attorney-in-Fact	05/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)