Vornado Realty Trust (VNO) director updates share and phantom unit holdings

Rhea-AI Filing Summary

Vornado Realty Trust director reported updated holdings of the company’s common shares and deferred compensation units. Following recent activity, a revocable trust for the reporting person holds 38,421.069 common shares indirectly. This total includes 13,455.069 common shares acquired through participation in Vornado’s Amended and Restated Dividend Reinvestment Plan, where dividends are used to buy additional shares.

Separately, the director acquired 156 phantom units on 12/30/2025 at a reference price of $33.63 per unit, bringing total phantom units beneficially owned to 3,452. These phantom units are interests in the Vornado Realty Trust Nonqualified Deferred Compensation Plan and are valued by reference to the company’s common shares. They will be paid to the director in cash or shares at a future distribution date under the plan’s terms.

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^*

Beinecke Candace K

(Last) (First) (Middle)

C/O VORNADO REALTY TRUST

888 SEVENTH 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2025

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
Common Shares(1)								38,421.069(2)	I	By Revocable Trust

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
Phantom Units	(3)	12/30/2025		A		156		(4)	(4)	Common Shares(1)	156	$33.63	3,452	D

Explanation of Responses:

1. Common shares of beneficial interest, par value $.04 per share (the "Common Shares") of Vornado Realty Trust (the "Company").

2. The number of Common Shares shown includes 13,455.069 shares acquired through the reporting individual's participation in the Company's Amended and Restated Dividend Reinvestment Plan.

3. Conversion or exercise price of 1 for 1. The Phantom Units represent compensation deferred by the Reporting Person into interests held through the Vornado Realty Trust Nonqualified Deferred Compensation Plan that are valued with respect to the underlying security, which in this case is common shares of the Company.

4. The Phantom Units become payable in cash or the underlying security, to the Reporting Person commencing upon a distribution at a future date from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.

	/s/ Ryan Saum, Attorney-in-Fact	12/31/2025
	** 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.
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FAQ

What insider transaction did Vornado Realty Trust (VNO) report in this Form 4?

The filing shows a director of Vornado Realty Trust reporting ownership of 38,421.069 common shares held indirectly through a revocable trust, and the acquisition of 156 phantom units on 12/30/2025 under a nonqualified deferred compensation plan.

How many Vornado Realty Trust (VNO) shares does the reporting person now beneficially own?

After the reported activity, the revocable trust for the reporting person beneficially owns 38,421.069 common shares of Vornado Realty Trust, held as an indirect ownership position.

What portion of Vornado Realty Trust (VNO) shares came from the dividend reinvestment plan?

The filing states that the 38,421.069 common shares include 13,455.069 shares acquired through the reporting person’s participation in Vornado’s Amended and Restated Dividend Reinvestment Plan, where dividends are reinvested into additional shares.

What are the phantom units reported for Vornado Realty Trust (VNO)?

The phantom units are interests held through the Vornado Realty Trust Nonqualified Deferred Compensation Plan, valued on a 1-for-1 basis with the company’s common shares. The director acquired 156 phantom units on 12/30/2025, bringing total phantom units owned to 3,452.

How and when will the Vornado Realty Trust (VNO) phantom units be paid out?

According to the filing, the phantom units will become payable to the reporting person in cash or in the underlying common shares, commencing upon a future distribution date from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.

Is the Vornado Realty Trust (VNO) director’s ownership direct or indirect?

The 38,421.069 common shares are reported as indirect ownership, held by a revocable trust for the benefit of the reporting person. The 3,452 phantom units are reported as direct derivative holdings.