ROTH STEVEN 4
4 · VORNADO REALTY TRUST · Filed Feb 6, 2026
Research Summary
AI-generated summary of this filing
Vornado CEO Steven Roth Receives 172,249 LTIP Units
What Happened Steven Roth, Chairman and CEO of Vornado Realty Trust (VNO), was awarded 172,249 LTIP units of Vornado Realty L.P. on February 5, 2026. The grant is reported as a derivative award (Form 4 transaction code A) with a per‑unit acquisition price of $0.00. The 172,249 units break down to 159,985 performance (LTPP Base) units earned and 12,264 units earned as a dividend accrual.
Key Details
- Transaction date: February 5, 2026; Form 4 filed February 6, 2026 (timely filing).
- Award type: LTIP Units (derivative units of the Operating Partnership), acquisition price reported as $0.00.
- Units earned: 159,985 LTPP Base Units + 12,264 LTPP Dividend Accrual Units = 172,249 total units.
- Vesting: One-half of both the Base Units and Dividend Accrual Units vested immediately when earned; the remaining one-half vests January 12, 2027, subject to continued employment.
- Transfer/restriction: Each LTIP unit and any Class A Unit received on conversion is subject to an additional three‑year transfer restriction; redemption rights on Class A Units cannot be exercised until three years after vesting.
- Conversion/redemption mechanics: LTIP Units convert to Class A Units (one‑for‑one) and Class A Units are redeemable for cash or, at the company's election, for common shares on a one‑for‑one basis.
- Shares owned after transaction: the filing excerpt does not state Roth’s total common shares owned after this award.
Context These LTIP Units were originally granted under Vornado’s 2023 Long Term Performance Plan and were earned based on relative total shareholder return and other performance metrics for the performance period that ended January 12, 2026. This is a performance‑based, derivative award rather than an open‑market purchase or sale; it does not represent an immediate cash investment by the insider.
Insider Transaction Report
Form 4
ROTH STEVEN
DirectorCHAIRMAN AND CEO
Transactions
- Award
LTIP Units
[F1][F2][F3]2026-02-05+172,249→ 326,403 total→ Common Shares (172,249 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Signature
/s/ Ryan Saum, Attorney-in-Fact|2026-02-06