VORNADO REALTY TRUST — Director's Dealing 2023

May 19, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2023-05-18

Reporting Person: Beinecke Candace K (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-18	Common Shares	M	9095	—	Acquired	32199.39	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-18	Phantom Units	$	M	9095	Disposed		Common Shares (9095)	Direct
2023-05-18	Restricted Units	$	A	13436	Acquired		Common Shares (13436)	Direct

Footnotes

F1: On May 18, 2023, Ms. Beinecke received 9,095 Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust (the "Company") in settlement of an equal number of Phantom Units held pursuant to the Vornado Realty Trust Nonqualified Deferred Compensation Plan.

F2: Common Shares of the Company. The number of Common Shares shown includes 9,385.952 shares acquired through the reporting individual's participation in the Company's Amended and Restated Dividend Reinvestment Plan.

F3: Conversion or exercise price of 1 for 1. The Phantom Units represent compensation deferred by the Reporting Person into interests held through the Vornado Realty Trust Nonqualified Deferred Compensation Plan that are valued with respect to the underlying security, which in this case is common shares of Vornado Realty Trust.

F4: The Phantom Units were settled by a distribution to the Reporting Person of the underlying security from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.

F5: On May 18, 2023, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P . (the "Operating Partnership"), the operating partnership of Vornado Realty Trust. The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership. Class A Units are redeemable by the holder for cash or, at the Company's election, common shares of beneficial interest, $0.04 par value per share of the Company on a one for one basis or the cash value of such shares.

F6: These Restricted Units vest immediately. These units are not transferable until the reporting person is no longer serving as a member of the Company's Board of Trustees, other
than in connection with a conversion of the Restricted Units to Class A Units and a redemption of such Class A Units for Common Shares. Any Common Shares issued in connection with such a redemption must be held by the reporting person until such person is no longer a member of the Company's Board of Trustees.