Franco Michael J. 4

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.