Sec Form 4 Filing - ROTH STEVEN @ VORNADO REALTY TRUST - 2025-05-16

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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
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)
05/16/2025
(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
Common Shares ( 1 ) 05/16/2025 G( 2 ) 283,727 D $ 0 0 I Held by 2023 GRAT ( 3 )
Common Shares ( 1 ) 84,493 I Held by 2024 GRAT
Common Shares ( 1 ) 131,780 I Held by 2025 GRAT
Common Shares ( 1 ) 3,519,032 I Held by Partnership ( 4 )
Common Shares ( 1 ) 2,609,551 I Held by LLC ( 5 )
Common Shares ( 1 ) 42,350 I Held by Spouse ( 6 )
Common Shares ( 1 ) 3,873 I Held by Foundation ( 7 )
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
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 05/20/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust.
( 2 )Reflects the number of Common Shares distributed in accordance with the requirements of the grantor retained annuity trust to a family trust of which the reporting person is not a trustee.
( 3 )On May 16, 2023, the reporting person contributed 500,000 Common Shares to a grantor retained annuity trust. Upon termination of the trust on May 16, 2025, 283,727 of the Common Shares were transferred to a trust for the benefit of the reporting persons family. The remaining 216,273 shares were previously distributed to the reporting person and subsequently contributed to other grantor retained annuity trusts and continue to be reported in this Form 4 as indirectly owned.
( 4 )These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 3,519,032 Common Shares, except to the extent of his pecuniary interest.
( 5 )Held by a limited liability company which is managed and controlled solely by the reporting person and all interests therein are held by the reporting person and his spouse.
( 6 )These Common Shares are held by the reporting persons spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these Common Shares.
( 7 )These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation, over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.

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).

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