Vornado Realty Trust (NYSE: VNO) grants 48,374 LTIP Units to EVP Glen J. Weiss

Rhea-AI Filing Summary

Vornado Realty Trust executive Glen J. Weiss reported an equity award tied to company performance. On February 5, 2026, he acquired 48,374 LTIP Units of Vornado Realty L.P. at a price of $0, bringing his total derivative holdings to 91,664 units held directly.

The LTIP Units were originally issued under the 2023 Long Term Performance Plan and earned based on total shareholder return metrics through January 12, 2026. Of these, 44,930 units were earned as base performance units and 3,444 units as dividend accrual units. Half vested immediately and the remaining half vest on January 12, 2027, subject to continued employment, with an additional one-year transfer restriction 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

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^*

Weiss Glen J.

(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- OFF. LEASING CO HEAD 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		48,374		(1)(3)	(1)	Common Shares	48,374	$0	91,664	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 44,930 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 3,444 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
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.

FAQ

What insider transaction did Vornado Realty Trust (VNO) report for Glen J. Weiss?

Vornado Realty Trust reported that executive Glen J. Weiss acquired 48,374 LTIP Units on February 5, 2026 at a price of $0. These performance-based units increased his directly held derivative position to 91,664 LTIP Units following the reported transaction.

How were the 48,374 LTIP Units for VNO executive Glen J. Weiss earned?

The 48,374 LTIP Units were earned under Vornado’s 2023 Long Term Performance Plan based on relative total shareholder return metrics through January 12, 2026. They include 44,930 base performance units and 3,444 dividend accrual units linked to dividends on the earned base units.

What is the vesting schedule for Glen J. Weiss’s Vornado LTIP Units?

Half of the LTPP Base Units and Dividend Accrual Units vested when earned, and the remaining half vest on January 12, 2027, subject to continued employment. Each vested unit then faces an additional one-year transfer restriction before it can generally be transferred or redeemed.

How can Vornado (VNO) LTIP Units held by Glen J. Weiss convert into common shares?

The LTIP Units are convertible into Class A Units of Vornado Realty L.P. after certain events and vesting. Each Class A Unit is redeemable for cash or, at the company’s election, one common share of Vornado Realty Trust or the cash value of that share, without an expiration date.

What performance period determined Glen J. Weiss’s recent Vornado LTIP award?

The award was tied to performance periods ending with the “Relative TSR Performance Period” on January 12, 2026. On February 5, 2026, Vornado’s Compensation Committee certified the performance, which set the number of LTPP Base Units and Dividend Accrual Units ultimately earned by Weiss.