Franco Michael J. 4
4 · VORNADO REALTY TRUST · Filed Feb 6, 2026
Research Summary
AI-generated summary of this filing
Vornado (VNO) President/CFO Michael Franco Receives Award
What Happened Michael J. Franco, President and CFO of Vornado Realty Trust (VNO), was granted 52,198 LTIP Units of Vornado Realty L.P. on February 5, 2026. The grant was recorded at $0.00 per unit (derivative award). The award consists of 48,482 performance-based "LTPP Base Units" plus 3,716 "LTPP Dividend Accrual Units"; one-half of each class vested when earned and the other one-half vests on January 12, 2027, subject to continued employment.
Key Details
- Transaction date: 2026-02-05; reported on Form 4 filed 2026-02-06 (timely).
- Grant amount/price: 52,198 LTIP Units at $0.00 (code A — award/grant).
- Vesting: 26,099 units vested immediately (half of the grant); 26,099 units vest 1/12/2027 if Franco remains employed.
- Composition: 48,482 LTPP Base Units + 3,716 LTPP Dividend Accrual Units.
- Shares owned after transaction: Not specified in the provided filing.
- Transfer/restriction: Each LTIP Unit (and any Class A Unit upon conversion) is subject to an additional one-year transfer restriction after vesting; redemption right for Class A Units cannot be exercised during that year.
- Performance determination: Units were earned based on relative total shareholder return versus peers for the performance period ending Jan 12, 2026.
- Derivative conversion: LTIP Units convert to Class A Units and Class A Units are redeemable for cash or (at the Company's election) one-for-one into Company common shares; conversion/redeem rights have no expiration.
Context This was a compensation award tied to multi-period performance metrics, not an open-market purchase or sale. The grant required no cash outlay by the insider and carries vesting and one-year transfer restrictions; such awards are common executive compensation and reflect achievement of pre-set performance hurdles rather than an immediate trading decision.
Insider Transaction Report
- Award
LTIP Units
[F1][F2][F3]2026-02-05+52,198→ 98,912 total→ Common Shares (52,198 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 48,482 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 3,716 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 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.