VORNADO REALTY TRUST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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VORNADO REALTY TRUST

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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888 Seventh Avenue

New York, New York 10019

Notice of Annual Meeting of Shareholders to Be Held on May 22, 2025

To our Shareholders:

The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”, “we”, “us”, “our” or the “Company”), will be held virtually, via the Internet, on Thursday, May 22, 2025, beginning at 11:30 A.M., New York City time, for the following purposes:

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To consider and vote upon the election of 10 persons to the Board of Trustees of the Company, each to serve until the 2026 Annual Meeting of Shareholders of the Company and until his or her successor is duly elected and qualified.

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To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.

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To consider and vote upon the approval of a non-binding, advisory resolution on executive compensation as described in the Proxy Statement.

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To transact any other business as may properly come before the meeting and any postponement or adjournment of the Annual Meeting.

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The Board of Trustees of the Company has fixed the close of business on March 24, 2025, as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting.

To attend the virtual 2025 Annual Meeting, you will need to accesswww.virtualshareholdermeeting.com/VNO2025 and enter the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. There is no physical location for the Annual Meeting. We encourage you to allow ample time for online check-in, which will begin at 11:15 A.M. New York City time. Additional details regarding how to participate in the Annual Meeting can be accessed at the Company’s website, www.vno.com or atwww.proxyvote.com. For further information on how to attend and participate in the meeting please see “Questions and Answers About the Annual Meeting, How do you attend, vote and ask questions during the meeting?”

Please review the accompanying Proxy Statement and proxy card or voting instruction form. Whether or not you plan to attend the meeting, it is important that your shares be represented and voted. You may authorize your proxy through the Internet or by touch-tone telephone as described on the proxy card or voting instruction form. Alternatively, you may sign the proxy card or voting instruction form and return it in accordance with the instructions included with the proxy card or voting instruction form. You may revoke your proxy by (1) timely executing and submitting a later-dated proxy card or voting instruction form, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) timely sending a written revocation of proxy to our Secretary at our principal executive office located at 888 Seventh Avenue, New York, New York 10019, or (4) attending the meeting and voting via the Internet (but your attendance at the virtual Annual Meeting will not automatically revoke your proxy unless you validly vote again during the Annual Meeting). To be effective, later-dated proxy cards, voting instruction forms, proxies authorized via the Internet or telephone, or written revocations of proxies must be received by us by 11:59 P.M., New York City time, on Wednesday, May 21, 2025.

By Order of the Board of Trustees,

Steven J. Borenstein

Secretary

April 8, 2025

Company Overview

Vornado Realty Trust (“Vornado”, “we”, “us”, “our,” or the “Company”) is a fully integrated Maryland real estate investment trust (“REIT”) with a collection of premier assets and a focused strategy of maintaining its leading positions in New York City Class A office and retail. While concentrated in New York, Vornado also has premier office assets in Chicago and San Francisco, and maintains a 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns five properties in the greater New York metropolitan area. Vornado is a real estate industry leader in sustainability, owning and operating more than 27 million square feet of LEED (Leadership in Energy and Environmental Design) certified buildings, representing 100% of our certifiable office portfolio, with over 24 million square feet at LEED Gold or Platinum.

Our business objective is to maximize shareholder value. We intend to achieve this objective by continuing to pursue our investment philosophy and to execute our operating strategies through:

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Maintaining a superior team of operating and investment professionals and an entrepreneurial spirit;

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Investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation;

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Acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents;

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Developing and redeveloping properties to increase returns and maximize value; and

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Investing in operating companies that have a significant real estate component.

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Exceptional 2024 Share Performance:

2024 Business Highlights

During 2024, we made significant progress executing on our goals and positioning Vornado for future growth, accomplishing the following strategic initiatives:

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We leased approximately 3.4 million square feet in 2024 (2.4 million square feet at share), including the Bloomberg L.P. renewal at 731 Lexington Avenue, an increase of 24% over last year. Our 2.7 million of office square footage was leased at a market leading $104 per square feet average initial rents.

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We leased 1.4 million square feet at over $100 per square foot average initial rents.

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We continued the redevelopment of THE PENN DISTRICT, positioning Vornado to capitalize on the enormous opportunity we have on the West Side of Manhattan, including:

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Completion of PENN 2 (1.8 million square feet as expanded), on top of Penn Station, New York’s main transportation hub—the largest rail hub in North America.

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Entered into a lease for Manhattan’s first Primark, in THE PENN DISTRICT.

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Continued leasing of retail space at the newly expanded Long Island Rail Road Concourse.

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Readied PENN 15 site, with plans to develop a premier office tower on the site.

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We entered into an agreement to sell UNIQLO the portion of its flagship store at 666 Fifth Avenue owned by Vornado’s retail joint venture for $350 million (transaction closed in January 2025).

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Refinanced $2.0 billion of mortgage loans in 2024.

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Executed a new $915 million unsecured revolving credit facility maturing in 2029, replacing the $1.25 billion facility that was due to mature in April 2026.

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Entered into over $850 million of interest rate swap arrangements.

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Became the first major U.S. real estate owner and operator to achieve 100% LEED certification across our entire portfolio of certifiable buildings and received the following accolades:

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GRESB’s five-star rating and an assessment score of 92, placing us in the top 3% within Americas/​Listed, and the “Green Star” distinction for the twelfth consecutive year,

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the National Association of Real Estate Investment Trusts’ (“NAREIT”) inaugural “The Impact at Scale Award,” for implementing operational initiatives in THE PENN DISTRICT that advance corporate sustainability and deliver measurable impact, and

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were recognized as an EPA ENERGY STAR Partner of the Year with the distinction of having demonstrated nine years of sustained excellence.

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At our 2024 Annual Meeting of Shareholders, our say-on-pay proposal received the support of approximately 57% of our common shares of beneficial interest, par value $0.04 per share (“Shares”). This result was below the level of support for our recent prior annual say-on-pay votes. Our Board values shareholder feedback and we engaged in a robust shareholder outreach program in response to the vote. Since our 2024 Annual Meeting, we spoke with shareholders representing approximately 68% of our outstanding Shares (as of December 31, 2024). Our Lead Independent Trustee and/or the Chairman of our Compensation Committee participated in conversations with several of our largest shareholders.

In addition to our engagements and discussions in the ordinary course of business, we engaged directly with our investors in various forums and conferences.

The key topics discussed with shareholders related to the June 2023 Equity Awards and the Development Fee Pool, each of which are described in more detail below under “Compensation Discussion and Analysis—​Description of Awards”. The following table summarizes key topics discussed with shareholders during our recent 2024 and 2025 engagement process, the feedback we received and the actions taken in response:

The following graphic summarizes the performance periods and outcomes for our recent performance-based equity grants. The performance hurdles for the Outperformance Plan (“OPP”) awards granted in each of 2015, 2016, 2017, 2018 and 2020 and the performance-conditioned appreciation-only operating partnership (“Performance AO LTIP”) awards granted in 2019 did not meet the applicable performance condition and accordingly each of those awards were forfeited in their entirety. For purposes of the table below, we measured the Company’s absolute and relative performance under the 2022 Long-Term Performance Plan (“LTPP”) as of its final measurement period in January 2025. We measured the 2023 LTPP as of December 31, 2024, though the actual number of units that will be earned will depend on actual performance through the end of the applicable measurement period. The “required price to begin earning” set forth below represents the adjusted Share price after reflecting adjustments for the Company’s spin-offs of Urban Edge and JBG Smith.

Recent Long-Term Performance Plan Performance

2021 OPP

Our 2021 OPP provided participants the opportunity to earn equity awards if Vornado achieved certain absolute total shareholder returns and/or outperformed a benchmark weighted index of other office and retail real estate companies. At the completion of the final measurement period in January 2025, Vornado’s total shareholder return (“TSR”) over the measurement period was 36.4% compared to a 9.14% return for the weighted peer index during such period, resulting in a total of 827,644 OPP units earned (including units issued in respect of dividend accruals), representing approximately 68% of the maximum potential 1,219,354 OPP units that were issued in January 2021.

2022 LTPP

Our 2022 LTPP provided participants the opportunity to earn equity awards based on operational and relative TSR performance. 50% of the LTPP units were eligible to be earned based on our relative TSR performance over a three-year period ending in January 2025 and 50% were eligible to be earned based on the achievement of specified operating/sustainability performance measures over a one-year period ending December 31, 2022, in each case with further modifiers based on the Company’s absolute TSR over a three-year period. Upon completion of the final measurement period in January 2025, and taking into account awards in respect of operational performance that were already issued in April 2023, a total of 240,027 LTPP units were earned, representing approximately 64% of the maximum potential 377,494 LTPP units that were eligible to be earned by plan participants.

Executive Compensation Philosophy

Our compensation program is based on a pay-for-performance philosophy and is designed to incentivize executives to achieve financial and strategic goals that are aligned with the Company’s long-term business strategy and the creation of sustained, long-term value for our shareholders.

The objectives of the program include:

Board and Committee Refreshment

Over the last nine years, we have added four new independent Trustees, comprising 40% of our Board: Ms. Hamza Bassey, Mr. Helman, Mr. McGuire and Ms. Puri.

We are also focused on committee rotation and have made committee assignment changes in recent years. In 2020, we appointed Ms. Puri as Chair of the Audit Committee, in 2021 we added Ms. Hamza Bassey to the Compensation Committee, in 2022 we added Ms. Hamza Bassey to the Audit Committee and in 2023 we added Mr. McGuire to the Compensation Committee.

As demonstrated by our Board’s actions over the past several years, we remain committed to ongoing Board refreshment and will continue to pursue qualified, candidates with diverse skills for election to our Board.

The following charts summarize the composition of our Board following our recent refreshment:

In the past six years, our Board added three new independent Trustees:

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Ms. Hamza Bassey joined our Board in 2020. She is currently Advisor to the Board of Directors of Atlas Mara Ltd, and previously served as the Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd., an African-focused banking group. She has brought to the Board legal, investment, financial and international experience.

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Mr. Helman joined our Board in 2019. He is a general partner at Greylock Partners and has brought to the Board investment, technology, private equity, capital markets, and public company board experience.

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Mr. McGuire joined our Board in 2022. He is President of Lazard, Inc. and was previously Vice Chairman of Citigroup and Chairman of Citi’s Banking, Capital Markets and Advisory business and brings investment, financial, capital markets and strategic experience.

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We believe that the balance of skills and experiences of our Board members, enhanced by the fresh perspectives brought by our newer Trustees, and the industry and company-specific expertise and institutional knowledge of our longer-tenured Trustees, provide substantive support for the Board’s oversight of the Company’s business and strategy. In combination with Board refreshment, we have also rotated committee memberships to bring new perspectives to committees.

Sustainability, People and Governance Highlights

Our Board is committed to sound governance practices designed to promote the long-term interests of shareholders and to strengthen Board and management accountability. Many of these governance practices were influenced by and responsive to shareholder feedback over the years.

Please also see our Chairman’s Letter that can be found on our website atwww.vno.com/chairmansletter. Our Chairman’s Letter is not a part of, or incorporated by reference in, this Proxy Statement.