Langer Barry 4

What Happened
Barry Langer, EVP — Development Co‑Head of Real Estate at Vornado Realty Trust, received 41,958 LTIP Units on February 5, 2026 (transaction code A). The award was reported at $0.00 per unit because these are long‑term incentive partnership units (derivative units) rather than a cash purchase. The grant consists of 38,971 performance "Base" units and 2,987 dividend accrual units earned based on the company’s relative TSR performance over the performance period that ended January 12, 2026.

Key Details

• Transaction date: February 5, 2026; Form 4 filed February 6, 2026 (appears timely).
• Amount: 41,958 LTIP Units; reported price $0.00 (derivative award, not an open‑market trade).
• Vesting: One‑half of both the Base Units and Dividend Accrual Units vested when earned (Feb 5, 2026); the remaining one‑half vests January 12, 2027, subject to continued employment.
• Conversion/redeemability: LTIP Units convert to an equivalent number of Operating Partnership Class A Units, which are redeemable for cash or, at the company’s election, one common share of Vornado on a one‑for‑one basis. Conversion and redemption rights have no expiration.
• Transfer restriction: Each unit and any Class A Unit issued on conversion is subject to an additional one‑year transfer restriction (redemption/exercise generally not available until one year after vesting).
• Source/plan: Units were originally issued under the 2023 Long Term Performance Plan and earned following Compensation Committee certification of performance for the Relative TSR period.
• Shares owned after transaction: Not specified in the provided summary of the filing.

Context
This is a performance‑based compensation award (not a purchase or sale). Such LTIP awards reward relative performance vs. peers and include vesting and transfer restrictions; they do not represent an immediate cash transaction or open‑market buying activity.