Vornado Realty (NYSE: VNO) CEO granted 172,249 performance LTIP units

Rhea-AI Filing Summary

Vornado Realty Trust chairman and CEO Steven Roth reported an award of 172,249 LTIP Units of Vornado Realty L.P. on February 5, 2026, at a price of $0 per unit, bringing his beneficially owned derivative LTIP Units to 326,403.

These LTIP Units were issued under the company’s 2023 Long Term Performance Plan, earned based on multi-year total shareholder return versus peer indices and associated dividend accruals. Half vested when earned and the remainder vest on January 12, 2027, subject to continued employment and three-year transfer and redemption restrictions after each vesting date.

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^*

ROTH STEVEN

(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
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

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		172,249		(1)(3)	(1)	Common Shares	172,249	$0	326,403	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 159,985 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 12,264 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 three-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 three years 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 Steven Roth?

Vornado Realty Trust reported that chairman and CEO Steven Roth was awarded 172,249 LTIP Units on February 5, 2026. These units were granted at $0 per unit under a long-term performance plan and are performance-based equity tied to multi-year shareholder return metrics.

What are the LTIP Units granted to Steven Roth at Vornado Realty Trust?

The LTIP Units are a class of partnership units in Vornado Realty L.P. that, after certain events and vesting, can convert into Class A Units. Those Class A Units are redeemable for cash or, at the company’s election, common shares on a one-for-one basis without an expiration date.

How were the 172,249 LTIP Units for Vornado’s CEO earned?

The 172,249 LTIP Units consist of 159,985 LTPP Base Units and 12,264 LTPP Dividend Accrual Units. They were earned based on achieving specified operational and relative performance metrics, including total shareholder return versus peer indices over performance periods ending January 12, 2026.

When do Steven Roth’s new LTIP Units at Vornado Realty Trust vest?

One-half of both the LTPP Base Units and LTPP Dividend Accrual Units vested when earned after the performance period. The remaining half of each type is scheduled to vest on January 12, 2027, contingent on continued employment with the company through that date.

Are there transfer restrictions on Steven Roth’s LTIP and related units at Vornado?

Yes. Each LTIP Unit and any Class A Unit received upon conversion is subject to an additional three-year transfer restriction. During this period, the units generally cannot be transferred, and associated redemption rights for Class A Units cannot be exercised until three years after each vesting date.

How many LTIP Units does Steven Roth beneficially own after this transaction?

Following the February 5, 2026 award, Steven Roth beneficially owns 326,403 LTIP or similar derivative units. This figure reflects the newly earned 172,249 LTIP Units added to his prior holdings as reported in the insider ownership totals on the Form 4 filing.