ROTH STEVEN 4

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.