Sec Form 4 Filing - ROTH STEVEN @ VORNADO REALTY TRUST - 2026-02-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ROTH STEVEN 2. Issuer Name and Ticker or Trading Symbol VORNADO REALTY TRUST [ VNO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHAIRMAN AND CEO (Last) (First) (Middle) C/O VORNADO REALTY TRUST, 888 SEVENTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2026 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares LTIP Units ( 1 ) ( 2 ) ( 1 ) 02/05/2026( 2 ) A 172,249 ( 1 )( 3 ) ( 1 ) Common Shares 172,249 $ 0 326,403 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROTH STEVEN C/O VORNADO REALTY TRUST 888 SEVENTH AVENUE NEW YORK, NY10019 X CHAIRMAN AND CEO Signatures /s/ Ryan Saum, Attorney-in-Fact 02/06/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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 159,985 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 12,264 LTIP Units (the "LTPP Dividend Accrual Units") earned as an accrual for dividends payable on the LTPP Base Units. ( 3 )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 three-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 three years after the vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.