Vornado Realty (NYSE: VNO) EVP earns 16,661 LTIP performance units

Rhea-AI Filing Summary

Vornado Realty Trust EVP and Head of Retail Haim Chera received 16,661 LTIP Units on February 5, 2026 at a price of $0 per unit. These performance-based LTIP Units of Vornado Realty L.P. can, after vesting and certain events, be converted into Class A Units, which are redeemable for cash or common shares on a one-for-one basis.

The units were originally granted in January 2023 under the 2023 Long Term Performance Plan and became earned based on total shareholder return versus peer indices through January 12, 2026. Half of the earned base and dividend accrual units vested immediately, with the remaining half scheduled to vest on January 12, 2027, subject to continued employment. Each LTIP and resulting Class A Unit is generally subject to an additional one-year transfer and redemption restriction after vesting. Following this award, Chera beneficially owns 31,572 derivative LTIP Units directly.

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^*

Chera Haim

(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- HEAD OF RETAIL

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		16,661		(1)(3)	(1)	Common Shares	16,661	$0	31,572	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 15,475 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 1,186 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 did Vornado Realty Trust EVP Haim Chera report on this Form 4 for VNO?

Haim Chera reported an award of 16,661 LTIP Units on February 5, 2026 at $0 per unit. These units are performance-based awards from Vornado Realty L.P. that can convert into Class A Units, ultimately redeemable for cash or Vornado Realty Trust common shares.

How many LTIP Units does Haim Chera hold after this VNO transaction?

After the reported transaction, Haim Chera beneficially owns 31,572 LTIP Units directly. These derivative units of Vornado Realty L.P. may, after vesting and required events, convert into Class A Units that are redeemable for either cash or Vornado Realty Trust common shares on a one-for-one basis.

What performance metrics determined the 16,661 LTIP Units for Vornado (VNO)?

The LTIP Units were earned based on operational and relative performance metrics, including total shareholder return versus certain peer indices. The last performance period, called the Relative TSR Performance Period, ended on January 12, 2026, after which the Compensation Committee set the final earned amounts.

How are the earned LTIP Units for Vornado EVP Haim Chera structured and vested?

The 16,661 LTIP Units consist of 15,475 LTPP Base Units and 1,186 LTPP Dividend Accrual Units. Half of each vested when earned, while the remaining half vests on January 12, 2027, subject to continued employment, creating a staggered vesting schedule over time.

What transfer or redemption restrictions apply to the Vornado LTIP Units?

Each LTIP Unit, the related LTPP Base and Dividend Accrual Units, and any Class A Units received on conversion are generally subject to a one-year transfer restriction after vesting. During this period, the units typically cannot be transferred and the redemption right cannot be exercised.

How can Vornado LTIP Units reported by Haim Chera ultimately affect common share ownership?

Once LTIP Units vest and specified conditions occur, they can convert into Class A Units of the operating partnership. Those Class A Units are redeemable, at the company’s election, for either cash or an equivalent number of Vornado Realty Trust common shares or the cash value of those shares.