|4Feb 6, 4:30 PM ET

Chera Haim 4

4 · VORNADO REALTY TRUST · Filed Feb 6, 2026

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Vornado (VNO) EVP Chera Haim Receives LTIP Award (16,661 Units)

What Happened
Chera Haim, Executive Vice President and Head of Retail for Vornado Realty Trust, was granted 16,661 LTIP units of Vornado Realty L.P. on February 5, 2026. The award is recorded as an "A" (award/acquisition) at $0.00 (derivative units), reflecting a performance-based long‑term incentive grant rather than an open‑market purchase or cash transaction.

Key Details

  • Transaction date: February 5, 2026; Form 4 filed February 6, 2026 (timely).
  • Grant amount: 16,661 LTIP units (15,475 LTPP Base Units + 1,186 LTPP Dividend Accrual Units).
  • Price reported: $0.00 (derivative award, not a cash purchase).
  • Vesting: Half of both the Base Units and Dividend Accrual Units vested immediately when earned; the other half vests January 12, 2027, subject to continued employment.
  • Conversion/restrictions (F1 & F3): LTIP Units convert into Class A Units of the Operating Partnership and those Class A Units can be redeemed for cash or, at the company's election, exchanged one-for-one for Vornado common shares. Conversion and redemption rights do not expire. Each LTIP Unit and any Class A Unit acquired on conversion is subject to an additional one‑year transfer restriction following vesting (redeem/exercise restriction for one year).
  • How units were earned (F2): These LTIP Units were originally granted under the 2023 Long Term Performance Plan and were earned based on achievement of specified operational and relative total shareholder return (TSR) performance metrics over performance periods ending January 12, 2026.
  • Shares owned after transaction: Not specified in the Form 4 filing.

Context
This was a performance-based derivative award (long-term incentive plan) tied to company and relative TSR metrics, not a cash purchase or sale. Such awards reward multi-year performance and have vesting and transfer restrictions; they do not by themselves indicate an immediate buy/sell decision by the insider.

Insider Transaction Report

Form 4
Period: 2026-02-05
Chera Haim
EVP - HEAD OF RETAIL
Transactions
  • Award

    LTIP Units

    [F1][F2][F3]
    2026-02-05+16,66131,572 total
    Common Shares (16,661 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 15,475 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 1,186 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.
Signature
/s/ Ryan Saum, Attorney-in-Fact|2026-02-06

Documents

1 file
  • 4
    form4-02062026_040214.xmlPrimary