Sec Form 4 Filing - Chera Haim @ VORNADO REALTY TRUST - 2024-02-08

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

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1. Name and Address of Reporting Person Chera Haim 2. Issuer Name and Ticker or Trading Symbol VORNADO REALTY TRUST [ VNO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP- HEAD OF RETAIL (Last) (First) (Middle) C/O VORNADO REALTY TRUST, 888 7TH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2024 (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 ) ( 2 ) 02/08/2024 A 14,911 ( 1 )( 2 )( 3 ) ( 1 )( 2 ) Common Shares 14,911 $ 0 14,911 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chera Haim C/O VORNADO REALTY TRUST 888 7TH AVENUE NEW YORK, NY10019 EVP- HEAD OF RETAIL Signatures /s/ Ryan Saum, Attorney-in-Fact 02/09/2024 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 and were subject to performance-based vesting hurdles based on achievement of operational performance metrics for the year ended December 31, 2023, and remain subject to certain additional performance-based vesting hurdles based on the Company's total shareholder return for the period from January 11, 2023 through January 11, 2026 (the "TSR Performance Period"). On February 8, 2024, the Company's Compensation Committee determined the level of achievement of the operational performance-based vesting hurdles for these LTIP Units, resulting in the number of LTIP Units reported initially being earned, which amount may be adjusted downwards by up to 30.0% at the conclusion of the TSR Performance Period based on the Company's total shareholder return. ( 3 )Earned LTIP Units will vest in equal installments on each of January 11, 2026 and January 11, 2027, subject to continued employment. Each LTIP 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.

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