Vornado Realty SEC Filings

Vornado Realty Trust reported mixed fourth-quarter and strong full-year 2025 results driven by large one-time gains. Q4 net income attributable to common shareholders was $601,000, or $0.00 per diluted share, while FFO was $112.9 million, or $0.56 per diluted share, slightly below the prior year’s quarter.

For 2025, net income attributable to common shareholders jumped to $842.9 million, or $4.20 per diluted share, from $8.3 million, largely due to an $803.2 million gain from the 770 Broadway master lease with NYU, a $76.2 million gain from the 666 Fifth Avenue UNIQLO sale, and a $17.2 million PENN 1 ground rent reversal.

Full-year FFO attributable to common shareholders plus assumed conversions was $486.8 million, or $2.42 per diluted share, compared with $470.0 million, and FFO as adjusted rose to $465.6 million, or $2.32 per diluted share. Same store NOI at share increased 5.4%, though cash-basis same store NOI declined 5.5%.

The company executed sizable capital recycling and financing, including acquiring 3 East 54th Street for $141 million and 623 Fifth Avenue for $218 million, multiple refinancings and a $500 million 5.75% senior notes offering due 2033. It declared a $0.74 common dividend for 2025 and repurchased 1.46 million shares for $51.0 million, with additional buybacks after year-end.

Vornado Realty Trust filed a combined Form 10-K with Vornado Realty L.P., outlining its 2025 operations, capital activity and key risks. The UPREIT structure leaves Vornado owning about 91.3% of the operating partnership and relying on it for cash flow and dividends.

The company focuses on New York, with roughly 88% of NOI from the metropolitan area and about 78% from office properties, and owns 51 Manhattan assets plus interests in THE MART in Chicago and 555 California Street in San Francisco. As of December 31, 2025, there were 190,666,367 Vornado common shares outstanding and 3,145 employees.

In 2025 Vornado acquired the 623 Fifth Avenue office condominium for $218 million and a $35 million A-Note, and sold several properties including interests in 666 Fifth Avenue, 512 West 22nd Street and 49 West 57th Street. It executed major financings and repayments, advanced redevelopment at PENN 2, 623 Fifth Avenue and Sunset Pier 94 Studios, and outlined an option structure for a large 350 Park Avenue joint venture with Citadel as anchor tenant.

The filing highlights a long-standing sustainability program, including LEED-certified assets and a Vision 2030 carbon-neutral plan, as well as detailed human capital initiatives. Extensive risk factors emphasize office and retail demand shifts, New York concentration, climate and regulatory exposures, leverage and refinancing risk, and potential REIT and tax law changes.

Vornado Realty Trust filed a combined Form 10-K with Vornado Realty L.P., outlining its 2025 operations, capital activity and key risks. The UPREIT structure leaves Vornado owning about 91.3% of the operating partnership and relying on it for cash flow and dividends.

The company focuses on New York, with roughly 88% of NOI from the metropolitan area and about 78% from office properties, and owns 51 Manhattan assets plus interests in THE MART in Chicago and 555 California Street in San Francisco. As of December 31, 2025, there were 190,666,367 Vornado common shares outstanding and 3,145 employees.

In 2025 Vornado acquired the 623 Fifth Avenue office condominium for $218 million and a $35 million A-Note, and sold several properties including interests in 666 Fifth Avenue, 512 West 22nd Street and 49 West 57th Street. It executed major financings and repayments, advanced redevelopment at PENN 2, 623 Fifth Avenue and Sunset Pier 94 Studios, and outlined an option structure for a large 350 Park Avenue joint venture with Citadel as anchor tenant.

The filing highlights a long-standing sustainability program, including LEED-certified assets and a Vision 2030 carbon-neutral plan, as well as detailed human capital initiatives. Extensive risk factors emphasize office and retail demand shifts, New York concentration, climate and regulatory exposures, leverage and refinancing risk, and potential REIT and tax law changes.

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.

Vornado Realty Trust executive Barry Langer reported the earning of 41,958 LTIP Units tied to long-term performance goals. These Operating Partnership units can, after certain events and vesting, be converted into Class A Units and ultimately redeemed for cash or common shares on a one-for-one basis, with no expiration on these rights.

The LTIP Units were granted under the 2023 Long Term Performance Plan and earned based on total shareholder return versus peer indices, including 38,971 base units and 2,987 dividend accrual units. Half of these units vested when earned, while the remaining half is scheduled to vest on January 12, 2027, subject to continued employment, and each unit and resulting Class A Unit carries an additional one-year transfer restriction after vesting. Following this transaction, Langer beneficially owns 79,506 LTIP Units.

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.

Vornado Realty Trust’s president and CFO, Michael J. Franco, reported an award of 52,198 LTIP Units on February 5, 2026. These long-term incentive partnership units in Vornado Realty L.P. were earned under the company’s 2023 Long Term Performance Plan based on relative total shareholder return and dividend-related metrics.

The award consists of base LTIP Units and additional units accrued for dividends. Half of each portion vested when earned, while the remaining half is scheduled to vest on January 12, 2027, subject to continued employment and one-year post‑vesting transfer and redemption restrictions.

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.

Vornado Realty L.P., the operating partnership of Vornado Realty Trust, issued and sold $500,000,000 aggregate principal amount of 5.750% Notes due 2033 in an underwritten debt offering under an effective shelf registration statement. The partnership entered into an underwriting agreement with BofA Securities, PNC Capital Markets, U.S. Bancorp Investments and Wells Fargo Securities as representatives of the underwriters. As of September 30, 2025, Vornado Realty Trust was the sole general partner and owned approximately 91.5% of the common limited partnership interests in Vornado Realty L.P.

Vornado Realty L.P., the operating partnership of Vornado Realty Trust, amended and extended key credit agreements to push out debt maturities and adjust capacity. The company extended one revolving credit facility’s final maturity from December 2027 to February 2031, with available borrowing reduced from $1.25 billion to $1.105 billion, at a current rate of Term SOFR plus 105 basis points and a 25 basis point facility fee that can move slightly based on sustainability thresholds.

Vornado also extended its term loan maturity from December 2027 to February 2031 and increased the loan amount from $800 million to $850 million, with interest at Term SOFR plus 120 basis points and a small sustainability-based rate adjustment feature. In addition, the commitment under another unsecured revolving credit facility maturing in April 2029 was increased from $915 million to $1.0 billion, at Term SOFR plus 116 basis points and a 24 basis point facility fee. These facilities include standard covenants limiting leverage and requiring minimum coverage ratios, as well as customary events of default that can lead to acceleration.

Vornado Realty L.P., the operating partnership of Vornado Realty Trust, amended and extended key credit agreements to push out debt maturities and adjust capacity. The company extended one revolving credit facility’s final maturity from December 2027 to February 2031, with available borrowing reduced from $1.25 billion to $1.105 billion, at a current rate of Term SOFR plus 105 basis points and a 25 basis point facility fee that can move slightly based on sustainability thresholds.

Vornado also extended its term loan maturity from December 2027 to February 2031 and increased the loan amount from $800 million to $850 million, with interest at Term SOFR plus 120 basis points and a small sustainability-based rate adjustment feature. In addition, the commitment under another unsecured revolving credit facility maturing in April 2029 was increased from $915 million to $1.0 billion, at Term SOFR plus 116 basis points and a 24 basis point facility fee. These facilities include standard covenants limiting leverage and requiring minimum coverage ratios, as well as customary events of default that can lead to acceleration.

Vornado Realty L.P., the operating partnership of Vornado Realty Trust, amended and extended key credit agreements to push out debt maturities and adjust capacity. The company extended one revolving credit facility’s final maturity from December 2027 to February 2031, with available borrowing reduced from $1.25 billion to $1.105 billion, at a current rate of Term SOFR plus 105 basis points and a 25 basis point facility fee that can move slightly based on sustainability thresholds.

Vornado also extended its term loan maturity from December 2027 to February 2031 and increased the loan amount from $800 million to $850 million, with interest at Term SOFR plus 120 basis points and a small sustainability-based rate adjustment feature. In addition, the commitment under another unsecured revolving credit facility maturing in April 2029 was increased from $915 million to $1.0 billion, at Term SOFR plus 116 basis points and a 24 basis point facility fee. These facilities include standard covenants limiting leverage and requiring minimum coverage ratios, as well as customary events of default that can lead to acceleration.

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.