VORNADO REALTY TRUST

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PRINCIPAL SECURITY HOLDERS

The following table lists the number of Shares and Units beneficially owned, as of March 25, 2024, by (i) each person who holds more than a 5% interest in the Company or our operating partnership, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”), (ii) Trustees of the Company, (iii) the executive officers of the Company defined as “Named Executive Officers” in “Executive Compensation” below, and (iv) the Trustees and all current executive officers of the Company as a group. Unless otherwise specified, “Units” are Class A units of limited partnership interest of our Operating Partnership and other classes of units convertible into Class A units. The Company’s ownership of Units is not reflected in the table but is described in footnotes (1) and (2).

*Less than 1%

(1)

Unless otherwise indicated, each person is the direct owner of, and has sole voting power and sole investment power with respect to, such Shares and Units. Numbers and percentages in the table are based on 190,482,043 Shares and 11,894,418 Units (other than Units held by the Company) outstanding as of March 25, 2024.

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(2)

In April 1997, the Company transferred substantially all of its assets to the Operating Partnership. As a result, the Company conducts its business through, and substantially all of its interests in properties are held by, the Operating Partnership. The Company is the sole general partner of, and owned approximately 91% of the Units of, the Operating Partnership as of March 25, 2024 (one Unit for each Share outstanding). Generally, any time after one year from the date of issuance (or two years in the case of certain holders), holders of Units (other than the Company) have the right to have their Units redeemed in whole or in part by the Operating Partnership for cash equal to the fair market value, at the time of redemption, of one Share for each Unit redeemed or, at the option of the Company, cash or one Share for each Unit tendered, subject to customary anti-dilution provisions (the “Unit Redemption Right”). Holders of Units may be able to sell publicly Shares received upon the exercise of their Unit Redemption Right pursuant to registration rights agreements with the Company or otherwise pursuant to applicable securities laws and rules. The Company has filed registration statements with the SEC to register the issuance or resale of certain of the Shares issuable upon the exercise of the Unit Redemption Right.

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(3)

The total number of Shares outstanding used in calculating this percentage assumes that all Shares that each person has the right to acquire within 60 days of the record date (upon the redemption or conversion of other Company or Operating Partnership securities for or into Shares which for this purpose includes pursuant to a Unit Redemption Right) are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.

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(4)

The total number of Shares and Units outstanding used in calculating this percentage assumes that all Shares and Units that each person has the right to acquire within 60 days of the record date (upon the redemption or conversion of Company or Operating Partnership securities for or into Shares or Units which for this purpose includes pursuant to a Unit Redemption Right) are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.

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(5)

Interstate, a partnership of which Messrs. Roth, Mandelbaum and Wight are directly or indirectly, the three general partners, owns 3,519,032 Shares. These Shares are included in the total Shares and the percentage of class for each of them. On August 22, 2023, Interstate distributed to Mr. Wight, 1,984,516 Shares of the Company. The distribution of Shares to Mr. Wight by Interstate was equal to Mr. Wight’s pecuniary interest in the Shares held by Interstate immediately prior to such distribution. Mr. Wight is a Trustee of the Company and a General Partner of Interstate. Messrs. Roth, Mandelbaum and Wight share voting power and investment power with respect to these Shares.

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(6)

Includes 3,109,551 Shares and 1,163,981 Units owned by a limited liability company that is managed and controlled by Mr. Roth and which interests are held by Mr. Roth and his spouse. Also includes 3,873 Shares owned by the Daryl and Steven Roth Foundation over which Mr. Roth holds sole voting power and sole investment power. Does not include 42,350 Shares owned by Mr. Roth’s spouse, as to which Mr. Roth disclaims any beneficial interest.

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(7)

The number of Shares and Units (but not the number of Shares alone) beneficially owned by the following persons also includes the number of vested and redeemable restricted units (as described below) as indicated: Steven Roth—28,548; David M. Mandelbaum—43,955; Russell B. Wight, Jr.—43,955; Michael D. Fascitelli—39,617; Michael J. Franco—302,303; Haim Chera—2,422; Glen J. Weiss—136,119; Barry S. Langer—113,602; Daniel R. Tisch—43,669; Candace K. Beinecke—46,496; William W. Helman IV—34,113; Mandakini Puri—37,045; Beatrice Hamza Bassey—33,480; Raymond J. McGuire—25,984 and all Trustees and executive officers as a group—931,308. The number of Shares or Units beneficially owned by the following persons does not include the number of unvested or unredeemable restricted units as indicated: Steven Roth—797,861; Michael J. Franco—428,456; Haim Chera—197,969; Glen J. Weiss—​330,290; Barry S. Langer—317,042 and all Trustees and executive officers as a group—2,071,618. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Outperformance Plan Units (“OPP Units”) as indicated: Steven Roth—507,588; Michael J. Franco—125,897; Haim Chera—36,967; Glen J. Weiss—112,601; Barry S. Langer—112,601; and all Trustees and executive officers as a group—​895,654. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Long-Term Performance Plan Units (“LTPP Units”) as indicated: Steven Roth—468,032; Michael J. Franco—136,661; Haim Chera—43,637; Glen J. Weiss—126,693; Barry S. Langer—109,861; and all Trustees and executive officers as a group—884,884.

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(8)

The address of each of such person(s) is c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.

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(9)

Of these Shares, 2,909,252 are held in partnerships of which the general partner is Mr. Mandelbaum and the limited partners are Mr. Mandelbaum and trusts for the benefit of Mr. Mandelbaum and his issue. In addition, 122,002 of these Shares are held in trusts for the benefit of Mr. Mandelbaum’s grandchildren.

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(10)

Includes 7,207 Shares owned by the Wight Foundation, over which Mr. Wight holds sole voting power and sole investment power. Does not include 20,575 Shares owned by the spouse and children of Mr. Wight as to which Mr. Wight disclaims any beneficial interest.

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(11)

The number of Shares beneficially owned by Mr. Fascitelli includes 175,878 Shares held in a limited liability company.

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(12)

50,000 of these Shares are held through a foundation. Mr. Tisch maintains the right to control the vote and disposition of these Shares but disclaims any pecuniary interest therein.

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(13)

According to an amendment to Schedule 13G filed on February 13, 2024.

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(14)

According to an amendment to Schedule 13G filed on January 24, 2024.

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(15)

According to an amendment to Schedule 13G filed on January 29, 2024.

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(16)

According to an amendment to Schedule 13G filed on February 14, 2024.

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(17)

According to an amendment to Schedule 13G filed on January 29, 2024.

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