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. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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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)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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888 Seventh Avenue

New York, New York 10019

Notice of Annual Meeting of Shareholders to Be Held on May 21, 2026

To our Shareholders:

The 2026 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 21, 2026, 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 2027 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 consider and vote upon the Company’s 2026 Omnibus Share Plan.

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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 23, 2026, as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting.

To attend the virtual 2026 Annual Meeting, you will need to accesswww.virtualshareholdermeeting.com/VNO2026 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 20, 2026.

By Order of the Board of Trustees,

Steven J. Borenstein

Secretary

April 7, 2026

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 26 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, predominately in 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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2025 Business Highlights

During 2025, 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 4.7 million square feet in 2025, consisting of 3.9 million square feet in Manhattan (our second highest ever), 446,000 square feet in San Francisco and 394,000 square feet in Chicago.

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We leased 2.5 million square feet of New York office space 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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Made significant progress in leasing PENN 2 following our redevelopment (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; finished 2025 at approximately 80% occupancy at rents above our underwriting.

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Announced that we’re commencing redevelopment of retail properties on 7 th Avenue and along 34th Street to enhance the gateway to our PENN District and create more attractive retail offerings for our office tenants.

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We purchased 623 Fifth Avenue, a 36-story, 383,000 square foot building that we are re-developing into a premier, best-in-class Class A boutique office building.

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We refinanced $1.4 billion of mortgage loans in 2025.

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We completed the sale to UNIQLO of the portion of its flagship store at 666 Fifth Avenue owned by Vornado’s retail joint venture for $350 million.

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We completed the redevelopment of Pier 94 into a 266,000 square foot purpose-built studio campus and opened with a lease with Paramount for a portion of the space.

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We maintained 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 91 placing us in the top 3% within Americas/​Listed, and the “Green Star” distinction for the thirteenth consecutive year, and

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Achieved 100% WELL Health-Safety certification across our in-service Office Portfolio.

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At our 2025 Annual Meeting of Shareholders, our say-on-pay proposal received the support of approximately 91% of our common shares of beneficial interest, par value $0.04 per share (“Shares”). Since our 2025 Annual Meeting, we spoke with shareholders representing approximately 64% of our outstanding Shares (as of December 31, 2025). Our Lead Independent Trustee 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 forms and conferences.

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. Due to the grant of Performance AO LTIPs made in June 2023 (the “June 2023 Equity Awards”), we did not grant any equity awards to the NEOs in 2024 or 2025. For purposes of the table below, we measured the Company’s absolute and relative performance under the 2023 Long-Term Performance Plan (“LTPP”) as of its final measurement period in January 2026. 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 in 2015 and 2017, respectively.

Recent Long-Term Performance Plan Performance

2023 LTPP

Our 2023 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 2026 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, 2023, 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 2026, and taking into account awards in respect of operational performance that were already issued in February 2024, a total of 629,217 LTPP units were earned, excluding the dividend accrual units, representing approximately 98% of the maximum potential 640,900 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 Composition

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 current composition of our Board:

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 also rotate 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, and is not incorporated by reference in, this Proxy Statement.