Vornado Realty Trust (NYSE: VNO) swings to Q1 2026 loss
Filing Impact
Filing Sentiment
Form Type
10-Q
Vornado Realty Trust reported a first-quarter 2026 net loss attributable to common shareholders of $22.8 million, or $0.12 per share, compared with earnings of $86.8 million, or $0.45 per share, a year earlier. Total revenues were $459.1 million, slightly below $461.6 million in 2025, as rental income softened and income from partially owned entities fell sharply, mainly due to the absence of prior-year asset sale gains.
The company still generated $47.7 million of cash from operating activities and ended the quarter with $1.21 billion of cash and restricted cash. Vornado continued to reshape its portfolio and balance sheet, acquiring 3 East 54th Street in Manhattan for $141 million and investing heavily in development and joint ventures.
Management also executed major financing actions, including refinancing and upsizing revolving credit facilities and an unsecured term loan, issuing $500 million of 5.75% senior unsecured notes due 2033, and refinancing large Manhattan mortgages. Vornado repurchased 2.75 million common shares for $79.9 million under its $200 million buyback program, leaving $40.1 million authorized for future repurchases.
Positive
- None.
Negative
- Net income deterioration: Vornado swung from net income attributable to common shareholders of $86.8 million in Q1 2025 to a net loss of $22.8 million in Q1 2026, with diluted EPS dropping from $0.43–$0.45 to a loss of $0.12.
Insights
Results swung from profit to loss as one-time gains faded, while Vornado leaned on refinancing and liquidity.
Vornado Realty Trust moved from Q1 2025 net income attributable to common shareholders of $86.8M to a Q1 2026 net loss of $22.8M. Per-share results dropped from $0.45 diluted EPS to a loss of $0.12, even though total revenues were broadly flat at $459.1M.
The main swing factor was income from partially owned entities, which fell from $97.0M to $12.8M as the prior year included a sizeable $76.2M gain from the Fifth Avenue and Times Square joint venture. Core operating metrics were more stable: rental revenues dipped modestly, expenses rose, and interest and debt expense declined slightly.
On the balance sheet, total debt stood near $7.76B, but the company refinanced and upsized key credit facilities and completed a $500M senior notes offering due 2033, extending maturities. Cash and restricted cash increased to $1.21B. The $79.9M share repurchase and $171.8M real estate acquisition signal active capital allocation, though they also consume liquidity.
Key Figures
Total revenues: $459.1M
Net income (loss): -$22.0M
Net income attributable to common shareholders: -$22.8M
+5 more
8 metrics
Total revenues
$459.1M
For the three months ended March 31, 2026
Net income (loss)
-$22.0M
Net loss for the three months ended March 31, 2026
Net income attributable to common shareholders
-$22.8M
Q1 2026 net loss attributable to Vornado common shareholders
Diluted EPS
-$0.12/share
Net loss per diluted common share for Q1 2026
Operating cash flow
$47.7M
Net cash provided by operating activities in Q1 2026
Acquisitions of real estate and other
$171.8M
Cash used for acquisitions in Q1 2026, including 3 East 54th Street
Total debt principal
$7.76B
Mortgages, senior unsecured notes, term loan, and revolvers as of March 31, 2026
Share repurchases
$79.9M
Amount spent repurchasing 2,745,713 common shares in Q1 2026
Key Terms
umbrella partnership REIT, redeemable noncontrolling interests, variable interest entities, interest rate swaps and caps, +1 more
5 terms
umbrella partnership REIT financial
"This structure is commonly referred to as an umbrella partnership REIT, or UPREIT."
redeemable noncontrolling interests financial
"Total redeemable noncontrolling interests | 526,688 | 647,951"
A redeemable noncontrolling interest is a minority ownership stake in a company that the holder can force the company to buy back at a set price or under certain conditions. For investors this matters because it creates a future cash obligation and can be treated more like a liability than permanent equity, affecting a company’s reported debt, net income and valuation — think of it as a part-owner who can cash out, forcing the business to pay them.
variable interest entities financial
"13. Variable Interest Entities ("VIEs") Unconsolidated VIEs As of March 31, 2026..."
A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.
interest rate swaps and caps financial
"The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt..."
Long-Term Performance Plan (LTPP Units) financial
"On March 2, 2026, the Compensation Committee approved the 2026 Long-Term Performance Plan (“2026 LTPP”)."
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the quarterly period ended: | |||||||||||
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from: | to | ||||||||||
| Commission File Number: | (Vornado Realty Trust) | |||||||
| Commission File Number: | (Vornado Realty L.P.) | |||||||
(Exact name of registrants as specified in their charter) | ||||||||
| Vornado Realty Trust | ||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||
| Vornado Realty L.P. | ||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||
| (Address of principal executive offices) (Zip Code) | |||||||||||
| (Registrants’ telephone number, including area code) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||||
| Vornado Realty Trust | ||||||||||||||||||||
| Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share: | ||||||||||||||||||||
| Vornado Realty Trust | ||||||||||||||||||||
| Vornado Realty Trust | ||||||||||||||||||||
| Vornado Realty Trust | ||||||||||||||||||||
| Vornado Realty Trust | ||||||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Vornado Realty Trust: | |||||||||||||||||
| ☑ | ☐ | Accelerated Filer | |||||||||||||||
| ☐ | Non-Accelerated Filer | Smaller Reporting Company | |||||||||||||||
| Emerging Growth Company | |||||||||||||||||
| Vornado Realty L.P.: | |||||||||||||||||
| ☐ | Large Accelerated Filer | ☐ | Accelerated Filer | ||||||||||||||
| ☑ | Smaller Reporting Company | ||||||||||||||||
| Emerging Growth Company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Vornado Realty Trust: ☐ Vornado Realty L.P.: ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Vornado Realty Trust: Yes ☐ No ☑ Vornado Realty L.P.: Yes ☐ No ☑
As of March 31, 2026, 188,097,756 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2026 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 90.9% limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.
Under the limited partnership agreement of the Operating Partnership, unitholders may present their Class A units for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the distribution to a Class A unitholder is equal to the dividend paid to a Vornado common shareholder. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. Vornado generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having the Operating Partnership pay cash. With each such exchange or redemption, Vornado’s percentage ownership in the Operating Partnership will increase. In addition, whenever Vornado issues common shares other than to acquire Class A units of the Operating Partnership, Vornado must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to Vornado an equivalent number of Class A units of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.
The Company believes that combining the quarterly reports on Form 10-Q of Vornado and the Operating Partnership into this single report provides the following benefits:
•enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and
•creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.
The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, which are contributed to the capital of the Operating Partnership in exchange for Class A units of partnership in the Operating Partnership, and the net proceeds of debt offerings by Vornado, which are contributed to the Operating Partnership in exchange for debt securities of the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.
3
To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:
•Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:
•Note 9. Redeemable Noncontrolling Interests
•Note 10. Shareholders' Equity/Partners' Capital
•Note 12. (Loss) Income Per Share and Per Class A Unit
•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.
This report also includes separate Part I, Item 4. Controls and Procedures and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
4
| PART I. | Financial Information: | Page Number | ||||||||||||
Item 1. | Financial Statements of Vornado Realty Trust: | |||||||||||||
| Consolidated Balance Sheets (Unaudited) as of March 31, 2026 and December 31, 2025 | 6 | |||||||||||||
| Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 7 | |||||||||||||
| Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 8 | |||||||||||||
| Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 9 | |||||||||||||
| Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 10 | |||||||||||||
Financial Statements of Vornado Realty L.P.: | ||||||||||||||
| Consolidated Balance Sheets (Unaudited) as of March 31, 2026 and December 31, 2025 | 12 | |||||||||||||
| Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 13 | |||||||||||||
| Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 14 | |||||||||||||
| Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 15 | |||||||||||||
| Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 16 | |||||||||||||
| Vornado Realty Trust and Vornado Realty L.P.: | ||||||||||||||
Notes to Consolidated Financial Statements (Unaudited) | 18 | |||||||||||||
| Reports of Independent Registered Public Accounting Firm | 37 | |||||||||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 39 | ||||||||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 55 | ||||||||||||
Item 4. | Controls and Procedures | 57 | ||||||||||||
| PART II. | Other Information: | |||||||||||||
Item 1. | Legal Proceedings | 58 | ||||||||||||
Item 1A. | Risk Factors | 58 | ||||||||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 58 | ||||||||||||
Item 3. | Defaults Upon Senior Securities | 58 | ||||||||||||
Item 4. | Mine Safety Disclosures | 58 | ||||||||||||
Item 5. | Other Information | 58 | ||||||||||||
Item 6. | Exhibits | 59 | ||||||||||||
SIGNATURES | 60 | |||||||||||||
5
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (Amounts in thousands, except unit, share, and per share amounts) | As of | ||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Real estate, at cost: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Development costs and construction in progress | |||||||||||
| Leasehold improvements and equipment | |||||||||||
| Total | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Real estate, net | |||||||||||
| Right-of-use assets | |||||||||||
| Net investment in lease | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Tenant and other receivables | |||||||||||
| Investments in partially owned entities | |||||||||||
| Receivable arising from the straight-lining of rents | |||||||||||
Deferred leasing costs, net of accumulated amortization of $ | |||||||||||
Identified intangible assets, net of accumulated amortization of $ | |||||||||||
| Other assets | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||||||||||
| Mortgages payable, net | $ | $ | |||||||||
| Senior unsecured notes, net | |||||||||||
| Unsecured term loan, net | |||||||||||
| Unsecured revolving credit facilities | |||||||||||
| Lease liabilities | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Deferred compensation plan | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interests: | |||||||||||
Class A units - | |||||||||||
Series D cumulative redeemable preferred units - | |||||||||||
| Total redeemable noncontrolling partnership units | |||||||||||
| Redeemable noncontrolling interest in a consolidated subsidiary | |||||||||||
| Total redeemable noncontrolling interests | |||||||||||
| Shareholders' equity: | |||||||||||
Preferred shares of beneficial interest: | |||||||||||
Common shares of beneficial interest: $ | |||||||||||
| Additional capital | |||||||||||
| Earnings less than distributions | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total shareholders' equity | |||||||||||
| Noncontrolling interests in consolidated subsidiaries | |||||||||||
| Total equity | |||||||||||
| $ | $ | ||||||||||
See notes to consolidated financial statements (unaudited).
6
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
| (Amounts in thousands, except per share amounts) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Rental revenues | $ | $ | |||||||||||||||||||||
| Fee and other income | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| EXPENSES: | |||||||||||||||||||||||
| Operating | ( | ( | |||||||||||||||||||||
| Depreciation and amortization | ( | ( | |||||||||||||||||||||
| General and administrative | ( | ( | |||||||||||||||||||||
| (Expense) income from deferred compensation plan liability | ( | ||||||||||||||||||||||
| Transaction related costs and other | ( | ( | |||||||||||||||||||||
| Total expenses | ( | ( | |||||||||||||||||||||
| Income from partially owned entities | |||||||||||||||||||||||
| Interest and other investment income, net | |||||||||||||||||||||||
| Income (expense) from deferred compensation plan assets | ( | ||||||||||||||||||||||
| Interest and debt expense | ( | ( | |||||||||||||||||||||
| Net gains on disposition of wholly owned and partially owned assets | |||||||||||||||||||||||
| (Loss) income before income taxes | ( | ||||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||
| Net (loss) income | ( | ||||||||||||||||||||||
| Less net loss (income) attributable to noncontrolling interests in: | |||||||||||||||||||||||
| Consolidated subsidiaries | |||||||||||||||||||||||
| Operating Partnership | ( | ||||||||||||||||||||||
| Net (loss) income attributable to Vornado | ( | ||||||||||||||||||||||
| Preferred share dividends | ( | ( | |||||||||||||||||||||
| NET (LOSS) INCOME attributable to common shareholders | $ | ( | $ | ||||||||||||||||||||
| (LOSS) INCOME PER COMMON SHARE - BASIC: | |||||||||||||||||||||||
| Net (loss) income per common share | $ | ( | $ | ||||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| (LOSS) INCOME PER COMMON SHARE - DILUTED: | |||||||||||||||||||||||
| Net (loss) income per common share | $ | ( | $ | ||||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
7
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Change in fair value of consolidated interest rate hedges and other | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) of nonconsolidated subsidiaries | ( | ||||||||||||||||||||||
| Comprehensive (loss) income | ( | ||||||||||||||||||||||
| Less comprehensive loss attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income attributable to Vornado | $ | $ | |||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
8
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| (Amounts in thousands) | Accumulated Other Comprehensive (Loss) Income | Non-controlling Interests in Consolidated Subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares | Common Shares | Additional Capital | Earnings Less Than Distributions | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2026: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Vornado | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends on preferred shares (see Note 10 for dividends per share amounts) | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued upon redemption of Class A units, at redemption value | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | ( | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of consolidated interest rate hedges and other | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Class A unit measurement adjustment | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income attributable to noncontrolling interests in: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Partnership | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated subsidiaries | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares | Common Shares | Additional Capital | Earnings Less Than Distributions | Accumulated Other Comprehensive Income | Non-controlling Interests in Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2025: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to Vornado | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends on preferred shares (see Note 10 for dividends per share amounts) | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Upon redemption of Class A units, at redemption value | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Under employees’ share option plan | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss of nonconsolidated subsidiaries | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of consolidated interest rate hedges and other | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Class A unit measurement adjustment | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interests in: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Partnership | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated subsidiaries | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
9
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization (including amortization of deferred financing costs) | |||||||||||
| Straight-lining of rents | ( | ( | |||||||||
| Distributions of income from partially owned entities | |||||||||||
| Equity in net income of partially owned entities | ( | ( | |||||||||
| Stock-based compensation expense | |||||||||||
| Change in deferred tax liability | |||||||||||
| Amortization of below-market leases, net | ( | ( | |||||||||
| Amortization of interest rate cap premiums | |||||||||||
| Net gains on disposition of wholly owned and partially owned assets | ( | ||||||||||
| Other non-cash adjustments | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Tenant and other receivables | ( | ( | |||||||||
| Prepaid assets | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Lease liabilities | ( | ( | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Acquisitions of real estate and other | ( | ||||||||||
| Proceeds from repayment of loan receivable | |||||||||||
| Additions to real estate | ( | ( | |||||||||
| Investments in partially owned entities | ( | ( | |||||||||
| Development costs and construction in progress | ( | ( | |||||||||
| Distributions of capital from partially owned entities | |||||||||||
| Proceeds from partial redemption of Fifth Avenue and Times Square JV preferred equity | |||||||||||
| Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South | |||||||||||
| Proceeds from sales of real estate and other | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
See notes to consolidated financial statements (unaudited).
10
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from borrowings | $ | $ | |||||||||
| Repayments of borrowings | ( | ( | |||||||||
| Repurchase of common shares | ( | ||||||||||
| Deferred financing costs | ( | ||||||||||
| Dividends paid on preferred shares | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Contributions from noncontrolling interests | |||||||||||
| Other financing activity, net | |||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | ( | ||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Reconciliation of Cash and Cash Equivalents and Restricted Cash: | |||||||||||
| Cash and cash equivalents at beginning of period | $ | $ | |||||||||
| Restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | $ | $ | |||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Restricted cash at end of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||
| Cash payments for interest (excluding capitalized interest) and interest rate cap premiums | $ | $ | |||||||||
| Cash payments for income taxes | $ | $ | |||||||||
| Non-Cash Information: | |||||||||||
| Redeemable Class A unit measurement adjustment | $ | $ | |||||||||
| Write-off of fully depreciated assets | ( | ( | |||||||||
| Accrued capital expenditures included in accounts payable and accrued expenses | |||||||||||
| Change in fair value of consolidated interest rate hedges and other | ( | ||||||||||
See notes to consolidated financial statements (unaudited).
11
VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (Amounts in thousands, except unit amounts) | As of | ||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Real estate, at cost: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Development costs and construction in progress | |||||||||||
| Leasehold improvements and equipment | |||||||||||
| Total | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Real estate, net | |||||||||||
| Right-of-use assets | |||||||||||
| Net investment in lease | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Tenant and other receivables | |||||||||||
| Investments in partially owned entities | |||||||||||
| Receivable arising from the straight-lining of rents | |||||||||||
Deferred leasing costs, net of accumulated amortization of $ | |||||||||||
Identified intangible assets, net of accumulated amortization of $ | |||||||||||
| Other assets | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||||||||||
| Mortgages payable, net | $ | $ | |||||||||
| Senior unsecured notes, net | |||||||||||
| Unsecured term loan, net | |||||||||||
| Unsecured revolving credit facilities | |||||||||||
| Lease liabilities | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Deferred compensation plan | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interests: | |||||||||||
Class A units - | |||||||||||
Series D cumulative redeemable preferred units - | |||||||||||
| Total redeemable noncontrolling partnership units | |||||||||||
| Redeemable noncontrolling interest in a consolidated subsidiary | |||||||||||
| Total redeemable noncontrolling interests | |||||||||||
| Partners' equity: | |||||||||||
| Partners' capital | |||||||||||
| Earnings less than distributions | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total partners' equity | |||||||||||
| Noncontrolling interests in consolidated subsidiaries | |||||||||||
| Total equity | |||||||||||
| $ | $ | ||||||||||
See notes to consolidated financial statements (unaudited).
12
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
| (Amounts in thousands, except per unit amounts) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Rental revenues | $ | $ | |||||||||||||||||||||
| Fee and other income | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| EXPENSES: | |||||||||||||||||||||||
| Operating | ( | ( | |||||||||||||||||||||
| Depreciation and amortization | ( | ( | |||||||||||||||||||||
| General and administrative | ( | ( | |||||||||||||||||||||
| (Expense) income from deferred compensation plan liability | ( | ||||||||||||||||||||||
| Transaction related costs and other | ( | ( | |||||||||||||||||||||
| Total expenses | ( | ( | |||||||||||||||||||||
| Income from partially owned entities | |||||||||||||||||||||||
| Interest and other investment income, net | |||||||||||||||||||||||
| Income (expense) from deferred compensation plan assets | ( | ||||||||||||||||||||||
| Interest and debt expense | ( | ( | |||||||||||||||||||||
| Net gains on disposition of wholly owned and partially owned assets | |||||||||||||||||||||||
| (Loss) income before income taxes | ( | ||||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||
| Net (loss) income | ( | ||||||||||||||||||||||
| Less net loss attributable to noncontrolling interests in consolidated subsidiaries | |||||||||||||||||||||||
| Net (loss) income attributable to Vornado Realty L.P. | ( | ||||||||||||||||||||||
| Preferred unit distributions | ( | ( | |||||||||||||||||||||
| NET (LOSS) INCOME attributable to Class A unitholders | $ | ( | $ | ||||||||||||||||||||
| (LOSS) INCOME PER CLASS A UNIT - BASIC: | |||||||||||||||||||||||
| Net (loss) income per Class A unit | $ | ( | $ | ||||||||||||||||||||
| Weighted average units outstanding | |||||||||||||||||||||||
| (LOSS) INCOME PER CLASS A UNIT - DILUTED: | |||||||||||||||||||||||
| Net (loss) income per Class A unit | $ | ( | $ | ||||||||||||||||||||
| Weighted average units outstanding | |||||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
13
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Change in fair value of consolidated interest rate hedges and other | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) of nonconsolidated subsidiaries | ( | ||||||||||||||||||||||
| Comprehensive (loss) income | ( | ||||||||||||||||||||||
| Less comprehensive loss attributable to noncontrolling interests in consolidated subsidiaries | |||||||||||||||||||||||
| Comprehensive income attributable to Vornado Realty L.P. | $ | $ | |||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
14
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| (Amounts in thousands) | Accumulated Other Comprehensive (Loss) Income | Non-controlling Interests in Consolidated Subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Units | Class A Units Owned by Vornado | Earnings Less Than Distributions | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2026: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Vornado Realty L.P. | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to redeemable partnership units | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Distributions to preferred unitholders (see Note 10 for distributions per unit amounts) | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Class A units issued to Vornado upon redemption of redeemable Class A units, at redemption value | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A units owned by Vornado | — | — | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of consolidated interest rate hedges and other | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Class A unit measurement adjustment | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income attributable to noncontrolling interests: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable partnership units | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Consolidated subsidiaries | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Preferred Units | Class A Units Owned by Vornado | Earnings Less Than Distributions | Accumulated Other Comprehensive Income | Non-controlling Interests in Consolidated Subsidiaries | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Units | Amount | Units | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2025: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to Vornado Realty L.P. | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to redeemable partnership units | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Distributions to preferred unitholders (see Note 10 for distributions per unit amounts) | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Class A units issued to Vornado: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Upon redemption of redeemable Class A units, at redemption value | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Under Vornado's employees’ share option plan | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Distributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss of nonconsolidated subsidiaries | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of consolidated interest rate hedges and other | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Redeemable Class A unit measurement adjustment | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interests: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable partnership units | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Consolidated subsidiaries | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Other | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
15
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization (including amortization of deferred financing costs) | |||||||||||
| Straight-lining of rents | ( | ( | |||||||||
| Distributions of income from partially owned entities | |||||||||||
| Equity in net income of partially owned entities | ( | ( | |||||||||
| Stock-based compensation expense | |||||||||||
| Change in deferred tax liability | |||||||||||
| Amortization of below-market leases, net | ( | ( | |||||||||
| Amortization of interest rate cap premiums | |||||||||||
| Net gains on disposition of wholly owned and partially owned assets | ( | ||||||||||
| Other non-cash adjustments | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Tenant and other receivables | ( | ( | |||||||||
| Prepaid assets | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Lease liabilities | ( | ( | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Acquisitions of real estate and other | ( | ||||||||||
| Proceeds from repayment of loan receivable | |||||||||||
| Additions to real estate | ( | ( | |||||||||
| Investments in partially owned entities | ( | ( | |||||||||
| Development costs and construction in progress | ( | ( | |||||||||
| Distributions of capital from partially owned entities | |||||||||||
| Proceeds from partial redemption of Fifth Avenue and Times Square JV preferred equity | |||||||||||
| Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South | |||||||||||
| Proceeds from sales of real estate and other | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
See notes to consolidated financial statements (unaudited).
16
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from borrowings | $ | $ | |||||||||
| Repayments of borrowings | ( | ( | |||||||||
| Repurchase of Class A units owned by Vornado | ( | ||||||||||
| Deferred financing costs | ( | ||||||||||
| Distributions to preferred unitholders | ( | ( | |||||||||
| Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries | ( | ( | |||||||||
| Contributions from noncontrolling interests in consolidated subsidiaries | |||||||||||
| Other financing activity, net | |||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | ( | ||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Reconciliation of Cash and Cash Equivalents and Restricted Cash: | |||||||||||
| Cash and cash equivalents at beginning of period | $ | $ | |||||||||
| Restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | $ | $ | |||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Restricted cash at end of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||
| Cash payments for interest (excluding capitalized interest) and interest rate cap premiums | $ | $ | |||||||||
| Cash payments for income taxes | $ | $ | |||||||||
| Non-Cash Information: | |||||||||||
| Redeemable Class A unit measurement adjustment | $ | $ | |||||||||
| Write-off of fully depreciated assets | ( | ( | |||||||||
| Accrued capital expenditures included in accounts payable and accrued expenses | |||||||||||
| Change in fair value of consolidated interest rate hedges and other | ( | ||||||||||
See notes to consolidated financial statements (unaudited).
17
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P. (the “Operating Partnership”), a Delaware limited partnership. Vornado is the sole general partner of and owned approximately 90.9 % of the common limited partnership interest in the Operating Partnership as of March 31, 2026. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
2. Basis of Presentation
The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.
We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year. In addition, certain prior year balances have been reclassified in order to conform to the current period presentation.
3. Recently Issued Accounting Literature
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of these standards on our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the guidance prospectively, retrospectively, or via a modified prospective transition method. We are currently evaluating the impact of this standard on our consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ("ASU 2025-09"). This ASU amends the existing requirements to allow individual forecasted transactions to be hedged in a group if they have similar risk exposure and introduces an alternative model for the application of hedge accounting to cash flow hedges of forecasted interest payments on choose-your-rate ("CYR") debt instruments. Further, the ASU permits an entity to designate a variable price component of a forecasted purchase or sale of a nonfinancial asset if the component is clearly and closely related to the nonfinancial asset being purchased or sold. ASU 2025-09 is effective for all entities for annual reporting periods beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
4. Revenue Recognition
Below is a summary of our revenues by segment. Additional financial information related to these reportable segments for the three months ended March 31, 2026 and 2025 is set forth in Note 18 - Segment Information.
| (Amounts in thousands) | For the Three Months Ended March 31, 2026 | For the Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Total | New York(1) | Other(1) | Total | New York(1) | Other(1) | |||||||||||||||||||||||||||||||||
| Property rentals | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Trade shows | ||||||||||||||||||||||||||||||||||||||
| Sales-type lease income | ||||||||||||||||||||||||||||||||||||||
Lease revenues(2) | ||||||||||||||||||||||||||||||||||||||
| Tenant services | ||||||||||||||||||||||||||||||||||||||
| Parking revenues | ||||||||||||||||||||||||||||||||||||||
Rental revenues | ||||||||||||||||||||||||||||||||||||||
| BMS cleaning fees | ( | (3) | ( | (3) | ||||||||||||||||||||||||||||||||||
| Management and leasing fees | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||||||||||||||
Fee and other income | ||||||||||||||||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
____________________
(1)We have recast certain prior period disclosures to reflect changes to the property composition of our reportable segments. See Note 2 - Basis of Presentation for additional information.
(2)The components of lease revenues were as follows:
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Fixed billings | $ | $ | |||||||||||||||||||||
| Variable billings | |||||||||||||||||||||||
| Total contractual operating lease billings | |||||||||||||||||||||||
| Sales-type lease income | |||||||||||||||||||||||
| Lease revenues | $ | $ | |||||||||||||||||||||
(3)Represents the elimination of Building Maintenance Services LLC ("BMS") cleaning fees related to THE MART and 555 California Street which are included as income in the New York segment.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
5. Investments in Partially Owned Entities
Fifth Avenue and Times Square JV
As of March 31, 2026, we own a 51.5 % common interest in a joint venture ("Fifth Avenue and Times Square JV") which owns interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the "Properties"). The remaining 48.5 % common interest in the joint venture is owned by a group of institutional investors (the "Investors"). Our 51.5 % common interest in the joint venture represents an effective 51.0 % interest in the Properties. The 48.5 % common interest in the joint venture owned by the Investors represents an effective 47.2 % interest in the Properties. We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements.
We also own $1.079 billion aggregate liquidation preference of preferred equity interests in certain of the properties. The preferred equity has an annual coupon of 4.75 % through April 2029, and will then be based on a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.
As of March 31, 2026, the carrying amount of our investment in the joint venture was less than our share of the equity in the net assets of the joint venture by approximately $705,161,000 , the basis difference primarily resulting from non-cash impairment losses recognized in prior periods. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Fifth Avenue and Times Square JV’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as a reduction to depreciation expense over their estimated useful lives.
Alexander's, Inc. ("Alexander's") (NYSE: ALX)
As of March 31, 2026, we own 1,654,068 Alexander’s common shares, or approximately 32.4 % of Alexander’s common equity. We manage, develop and lease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable. In addition, wholly owned subsidiaries of Vornado provide cleaning, engineering, security, and garage management services to certain Alexander’s properties.
As of March 31, 2026, the market value ("fair value" pursuant to ASC Topic 820, Fair Value Measurements ("ASC 820")) of our investment in Alexander’s, based on Alexander’s March 31, 2026 closing share price of $236.20 , was $390,691,000 , or $349,206,000 in excess of the carrying amount on our consolidated balance sheets. As of March 31, 2026, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeded our share of the equity in the net assets of Alexander’s by approximately $29,077,000 . The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income.
On March 6, 2026, Alexander’s entered into an agreement to sell its Rego Park I property for $235,500,000 . Alexander’s expects to close the sale by the third quarter of 2026. Upon completion of the sale, we will recognize our approximate $44,000,000 share of the net gain. The sale is subject to customary closing conditions.
7 West 34th Street
On January 23, 2026, a joint venture, in which we have a 53.0 % interest, completed a $250,000,000 refinancing of 7 West 34th Street, a 477,000 square foot Manhattan office and retail building. The non-recourse, five-year interest-only mortgage loan matures in February 2031 and has a fixed rate of 5.79 %. The joint venture paid down by $50,000,000 the prior $300,000,000 full-recourse loan that bore interest at 3.65 % and was scheduled to mature in June 2026. The loan was paid down using property-level reserves and a $25,000,000 member loan from Vornado which accrues interest at 16.00 % and receives priority on distributions.
825 Seventh Avenue Office Condominium
On January 26, 2026, a joint venture, in which we have a 50.0 % interest, entered into a nine-month extension with the lenders on the $54,000,000 mortgage loan encumbering the office condominium of 825 Seventh Avenue and simultaneously paid down the principal balance by $6,000,000 to $48,000,000 . The loan was previously scheduled to mature in January 2026. The non-recourse interest-only loan bears interest at a rate of SOFR plus 2.75 % and matures in October 2026, with a fifteen-month extension option subject to loan-to-value and debt yield requirements.
61 Ninth Avenue
On February 2, 2026, a joint venture, in which we have a 45.1 % interest, entered into a seven-month extension with the lenders on the $167,500,000 mortgage loan encumbering 61 Ninth Avenue and simultaneously paid down the principal balance by $12,500,000 to $155,000,000 . The loan was previously scheduled to mature in January 2026. The non-recourse interest-only loan bears interest at a rate of SOFR plus 2.45 % and matures in August 2026, with a three-month extension option subject to certain conditions.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
5. Investments in Partially Owned Entities - continued
Below is a schedule summarizing our investments in partially owned entities.
| (Amounts in thousands) | Percentage Ownership as of March 31, 2026 | Balance as of | |||||||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||||||||
| Investments: | |||||||||||||||||
Fifth Avenue and Times Square JV (see page 20 for details) | $ | $ | |||||||||||||||
Partially owned office buildings/land(1) | Various | ||||||||||||||||
Alexander's (see page 20 for details): | |||||||||||||||||
Other investments(2) | Various | ||||||||||||||||
| $ | $ | ||||||||||||||||
Investments in partially owned entities included in other liabilities(3): | |||||||||||||||||
| 7 West 34th Street | $ | ( | $ | ( | |||||||||||||
| 85 Tenth Avenue | ( | ( | |||||||||||||||
| $ | ( | $ | ( | ||||||||||||||
____________________
(1)Includes interests in 280 Park Avenue, 61 Ninth Avenue and others.
(2)Includes interests in Independence Plaza, Sunset Pier 94 Joint Venture (“Pier 94 JV”), Rosslyn Plaza and others.
(3)Our negative basis results from distributions in excess of our investment.
Below is a schedule of income from partially owned entities.
| (Amounts in thousands) | Percentage Ownership as of March 31, 2026 | For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| Our share of net income (loss): | ||||||||||||||||||||||||||||||||
Fifth Avenue and Times Square JV (see page 20 for details): | ||||||||||||||||||||||||||||||||
| Equity in net income | $ | $ | ||||||||||||||||||||||||||||||
| Return on preferred equity, net of our share of the expense | ||||||||||||||||||||||||||||||||
| Net gain on sale | ||||||||||||||||||||||||||||||||
Alexander's (see page 20 for details): | ||||||||||||||||||||||||||||||||
| Equity in net income | ||||||||||||||||||||||||||||||||
| Management, leasing and development fees | ||||||||||||||||||||||||||||||||
Partially owned office buildings(1) | Various | ( | ( | |||||||||||||||||||||||||||||
Other investments(2) | Various | |||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||
____________________
(1)Includes interests in 280 Park Avenue, 7 West 34th Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
6. Acquisitions
3 East 54th Street
On January 7, 2026, we acquired 3 East 54th Street, a demolition-ready asset situated on 18,400 square feet of land, for $141,000,000 , which is included in “Development costs and construction in progress” on our consolidated balance sheets. Previously, in July 2025, we purchased the $35,000,000 A-Note secured by the property at par plus accrued interest, and in August 2024, we purchased the $50,000,000 B-Note secured by the property. The A-Note and B-Note were in default. The $107,000,000 loan balance, including default interest and advances, was credited towards the purchase price.
3 East 54th Street is located between Fifth Avenue and Madison Avenue on 54th Street, adjacent to the St. Regis Hotel and our Upper Fifth Avenue retail properties. The land is zoned for approximately 232,500 buildable square feet as-of-right, and we intend to promptly demolish the existing buildings on the site.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
7. Identified Intangible Assets and Liabilities
The following summarizes our identified intangible assets (primarily in-place and above-market leases) and liabilities (primarily below-market leases).
| (Amounts in thousands) | Balance as of | ||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Identified intangible assets: | |||||||||||
| Gross amount | $ | $ | |||||||||
| Accumulated amortization | ( | ( | |||||||||
| Total, net | $ | $ | |||||||||
| Identified intangible liabilities (included in other liabilities): | |||||||||||
| Gross amount | $ | $ | |||||||||
| Accumulated amortization | ( | ( | |||||||||
| Total, net | $ | $ | |||||||||
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $101,000 and $88,000 for the three months ended March 31, 2026 and 2025, respectively.
8. Debt
888 Seventh Avenue
On December 10, 2025, the $244,543,000 non-recourse mortgage loan on 888 Seventh Avenue matured and was not repaid, at which time the lenders declared an event of default. On March 9, 2026, we entered into a forbearance agreement pursuant to which the lenders agreed to forbear from exercising their remedies and waived default interest through March 2027. During the forbearance period, regularly scheduled interest and required monthly amortization payments continue to accrue, but payment is deferred until the expiration or earlier termination of the forbearance period, at which time such amounts become due and payable.
2031 Revolving Credit Facility
On January 7, 2026, we completed a $1.105 billion refinancing of one of our two revolving credit facilities. On February 4, 2026, the facility was upsized to $1.130 billion. The $1.130 billion amended facility currently bears interest at a rate of SOFR plus 1.05 % and is scheduled to mature in February 2031 (as fully extended). The facility fee is 25 basis points. The facility replaced the previous $1.25 billion revolving credit facility which was scheduled to mature in December 2027.
2029 Revolving Credit Facility
On January 7, 2026, we upsized our $915,000,000 revolving credit facility that matures in April 2029 (as fully extended) to $1.0 billion. The credit facility currently bears interest at a rate of SOFR plus 1.16 % and has a facility fee of 24 basis points.
Unsecured Term Loan
On January 7, 2026, we completed a refinancing of our unsecured term loan and upsized the loan amount to $850,000,000 . The loan bears interest at SOFR plus 1.20 % and matures in February 2031 (as fully extended). The loan replaced the previous $800,000,000 term loan which bore interest at SOFR plus 1.25 % and was scheduled to mature in December 2027.
Senior Unsecured Notes Due 2033
On January 14, 2026, we completed a public offering of $500,000,000 5.75 % senior unsecured notes due February 1, 2033 (“2033 Notes”). Interest on the senior unsecured notes is payable semi-annually on February 1 and August 1, commencing August 1, 2026. The 2033 Notes were sold at 99.824 % of their face amount to yield 5.78 %. A portion of the $494,000,000 net proceeds from the 2033 Notes will be used to repay our $400,000,000 senior unsecured notes due June 2026 at maturity.
One Park Avenue
On February 9, 2026, we completed a $525,000,000 refinancing of One Park Avenue, a 945,000 square foot Manhattan office building. The five-year interest-only loan matures in February 2031 and bears interest at a rate of SOFR plus 1.78 %. The loan replaced the previous $525,000,000 loan that bore interest at SOFR plus 1.22 % and was scheduled to mature in March 2026.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
8. Debt - continued
350 Park Avenue
On March 10, 2026, an affiliate of Kenneth C. Griffin (“KG”) provided a $400,000,000 mortgage loan secured by 350 Park Avenue, the proceeds of which were used to defease the existing $400,000,000 mortgage loan in connection with the site’s development. The new interest-only loan bears interest at a fixed rate of 4.0 % and matures in January 2027. Concurrently, and in connection with the planned development, Citadel Enterprise Americas LLC vacated the building and assigned its existing master lease to an affiliate of KG as tenant, and the lease was amended to provide for net rent of $16,000,000 per annum, equal to the interest payments under the new mortgage loan.
The following is a summary of our debt:
| (Amounts in thousands) | Weighted Average Interest Rate as of March 31, 2026(1) | Balance as of | |||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Mortgages Payable: | |||||||||||||||||||||||
Fixed rate(2) | $ | $ | |||||||||||||||||||||
Variable rate(3) | (4) | ||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Deferred financing costs, net and other | ( | ( | |||||||||||||||||||||
| Total, net | $ | $ | |||||||||||||||||||||
| Unsecured Debt: | |||||||||||||||||||||||
| Senior unsecured notes | $ | $ | |||||||||||||||||||||
| Deferred financing costs, net and other | ( | ( | |||||||||||||||||||||
| Senior unsecured notes, net | |||||||||||||||||||||||
| Unsecured term loan | |||||||||||||||||||||||
| Deferred financing costs, net and other | ( | ( | |||||||||||||||||||||
| Unsecured term loan, net | |||||||||||||||||||||||
| Unsecured revolving credit facilities | |||||||||||||||||||||||
| Total, net | $ | $ | |||||||||||||||||||||
_____________________________
(1)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable. See Note 14 - Fair Value Measurements for further information on our consolidated hedging instruments.
(2)Includes variable rate mortgages with interest rates fixed by interest rate swap arrangements.
(3)Includes variable rate mortgages subject to interest rate cap arrangements. As of March 31, 2026, $1,210,000 of our variable rate debt is subject to interest rate cap arrangements, of which $645,000 is attributable to noncontrolling interests. The interest rate cap arrangements have a weighted average SOFR strike rate of 4.48 % and a weighted average remaining term of six months .
(4)Includes additional 3.00 % default interest on the 606 Broadway mortgage loan.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
9. Redeemable Noncontrolling Interests
Redeemable Noncontrolling Partnership Units
Redeemable noncontrolling partnership units are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one -for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and a distribution made to a Class A unitholder is equal to the dividend paid to a Vornado common shareholder.
Below is a table summarizing the activity of redeemable noncontrolling partnership units.
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Net (loss) income | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Distributions | ( | ( | |||||||||||||||||||||
| Redemption of Class A units for Vornado common shares, at redemption value | ( | ( | |||||||||||||||||||||
| Redeemable Class A unit measurement adjustment | ( | ( | |||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||
As of March 31, 2026 and December 31, 2025, the aggregate redemption value of redeemable Class A units of the Operating Partnership, which are those units held by third parties, was $440,447,000 and $554,136,000 , respectively, based on Vornado’s quarter-end closing common share price.
Redeemable Noncontrolling Interest in a Consolidated Subsidiary
A consolidated joint venture, in which we hold a 95 % interest, developed and owns the Farley Building. As of March 31, 2026, a historic tax credit investor (the "Tax Credit Investor") has funded $209,661,000 of capital contributions in connection with the Farley Building development.
The arrangement includes a put option whereby the joint venture may be obligated to purchase the Tax Credit Investor’s ownership interest in the Farley Building at a future date. The put price is calculated based on a pre-determined formula. As exercise of the put option is outside of the joint venture’s control, the Tax Credit Investor’s interest, together with the put option, have been recorded to “redeemable noncontrolling interest in a consolidated subsidiary” on our consolidated balance sheets. The redeemable noncontrolling interest is recorded at the greater of the carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. There was no adjustment required for the three months ended March 31, 2026 and 2025.
Below is a table summarizing the activity of the redeemable noncontrolling interest in a consolidated subsidiary.
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
10. Shareholders' Equity/Partners' Capital
The following table sets forth the details of our dividends/distributions per common share/Class A unit and dividends/distributions per share/unit for each class of preferred shares/units of beneficial interest.
| (Per share/unit) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Common shares/Class A units held by Vornado: authorized | $ | $ | |||||||||||||||||||||
Preferred shares/units(1): | |||||||||||||||||||||||
| Convertible preferred: | |||||||||||||||||||||||
Cumulative redeemable preferred(3): | |||||||||||||||||||||||
__________________________
(1)Preferred share dividends/preferred unit distributions are cumulative and are payable quarterly in arrears.
(2)Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 1.9531
(3)Series L, Series M, and Series N preferred shares/units are redeemable at Vornado's option at a redemption price of $25.00 25.00
We anticipate that we will pay a common share dividend for 2026 in December, subject to approval by our Board of Trustees.
Share Repurchase Program
In April 2023, our Board of Trustees authorized a share repurchase plan under which Vornado is authorized to repurchase up to $200,000,000 of its outstanding common shares. To the extent Vornado repurchases any of its common shares, in order to fund the common share repurchase and maintain the one -to-one ratio of the number of Vornado common shares outstanding and the number of Class A units owned by Vornado, the Operating Partnership will repurchase from Vornado an equal number of its Class A units at the same price.
Share repurchases may be made from time to time in the open market, through privately negotiated transactions or through other means as permitted by federal securities laws, including through block trades, accelerated share repurchase transactions and/or trading plans intended to qualify under Rule 10b5-1. The timing, manner, price and amount of any repurchases will be determined in Vornado’s discretion depending on business, economic and market conditions, corporate and regulatory requirements, prevailing prices for Vornado’s common shares, alternative uses for capital and other considerations. The plan does not have an expiration date and may be suspended or discontinued at any time and does not obligate Vornado to make any repurchases of its common shares.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
11. Stock-based Compensation
Vornado’s 2023 Omnibus Share Plan provides the Compensation Committee of Vornado’s Board of Trustees (the “Compensation Committee”) the ability to grant incentive and non-qualified Vornado stock options, restricted Vornado common shares, restricted Operating Partnership units (“LTIP Units”), out-performance plan awards (“OPP Units”), appreciation-only long-term incentive plan units (“AO LTIP Units”), performance conditioned appreciation-only long-term incentive plan units (“Performance AO LTIP Units”), and long-term performance plan units (“LTPP Units”) to certain of our employees and officers.
LTPP Units
LTPP Units are multi-year, LTIP units-based performance equity compensation plans. On March 2, 2026, the Compensation Committee approved the 2026 Long-Term Performance Plan (“2026 LTPP”). Awards under the 2026 LTPP are bifurcated between operational performance (75 %) and relative performance (25 %) measurements and may be earned at specified threshold, target and maximum levels.
The operational component awards may be earned based on Vornado’s 2027 operational performance in FFO, as adjusted per share. Any LTPP award units tentatively earned based on Vornado’s 2027 operational performance are subject to an absolute return modifier pursuant to which such award units are subject to a potential reduction (but not increase) of up to 30 % if Vornado’s three-year total shareholder return (“TSR”) is below specified levels.
Awards under relative components may be earned based on Vornado’s three-year TSR measured against a peer group custom index. Awards earned under the relative component of the 2026 LTPP are subject to reductions of up to 30 % if Vornado’s three-year TSR is below specified levels.
If the designated performance objectives are achieved, awards earned under 2026 LTPP will vest 50 % in March 2029 and 50 % in March 2030. In addition, the Chief Executive Officer is required to hold any earned and vested awards for three years following each such vesting date and all other award recipients are required to hold such awards for one year following each such vesting date. Dividends on awards granted under the 2026 LTPP accrue during the applicable performance period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.
LTPP Units granted during the three months ended March 31, 2026 had a grant date fair value of $18,711,000 .
Below is a summary of our stock-based compensation expense, a component of “general and administrative” expense on our consolidated statements of income.
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Performance AO LTIP Units | $ | $ | |||||||||||||||||||||
| LTIP Units | |||||||||||||||||||||||
LTPP Units | |||||||||||||||||||||||
OPP Units | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
12. (Loss) Income Per Share and Per Class A Unit
Vornado Realty Trust
Basic net (loss) income per common share is computed by dividing (i) net (loss) income attributable to common shareholders after allocation of dividends and undistributed earnings to participating securities by (ii) the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the dilutive impact of potential common shares and is computed after allocation of earnings to participating securities. Vornado’s participating securities include unvested restricted common shares. Employee stock options, OPP Units, AO LTIP Units, Performance AO LTIP Units and LTPP Units are included in the calculation of diluted (loss) income per share using the treasury stock method, if the effect is dilutive. Series A convertible preferred shares, Series G-1 through G-4 convertible preferred units, and Series D-13 redeemable preferred units are included in the calculation of diluted (loss) income per share using the if-converted method, if the effect is dilutive. Net (loss) income is allocated to redeemable Class A units of the Operating Partnership on a one -for-one basis with Vornado common shares. As such, redemption of these units for Vornado common shares would not have a dilutive effect on (loss) income per common share.
| (Amounts in thousands, except per share amounts) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net (loss) income attributable to Vornado | $ | ( | $ | ||||||||||||||||||||
| Preferred share dividends | ( | ( | |||||||||||||||||||||
| Net (loss) income attributable to common shareholders | ( | ||||||||||||||||||||||
| Distributions and earnings allocated to unvested participating securities | |||||||||||||||||||||||
| Numerator for basic (loss) income per common share | ( | ||||||||||||||||||||||
| Impact of assumed conversion of dilutive convertible securities | ( | ||||||||||||||||||||||
| Numerator for diluted (loss) income per common share | $ | ( | $ | ||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic (loss) income per common share - weighted average shares | |||||||||||||||||||||||
Effect of dilutive securities(1): | |||||||||||||||||||||||
| Share-based payment awards | |||||||||||||||||||||||
| Convertible securities | |||||||||||||||||||||||
| Denominator for diluted (loss) income per common share - weighted average shares and assumed conversions | |||||||||||||||||||||||
| (LOSS) INCOME PER COMMON SHARE: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ||||||||||||||||||||
| Diluted | $ | ( | $ | ||||||||||||||||||||
________________________
(1)The calculation of diluted (loss) income per common share for the three months ended March 31, 2026 and 2025 excluded weighted average potential common shares of 7,796 and 49 , respectively, as their effect was antidilutive.
27
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
12. (Loss) Income Per Share and Per Class A Unit - continued
Vornado Realty L.P.
Basic net (loss) income per Class A unit is computed by dividing (i) net (loss) income attributable to Class A unitholders after allocation of distributions and undistributed earnings to participating securities by (ii) the weighted average number of Class A units outstanding for the period. Diluted earnings per unit reflects the dilutive impact of potential Class A units and is computed after allocation of earnings to participating securities. Vornado Realty L.P.’s participating securities include unvested LTIP Units and LTPP Units for which the applicable performance vesting conditions were satisfied. Equity awards subject to market and/or performance vesting conditions, including Vornado stock options, OPP Units, AO LTIP Units, Performance AO LTIP Units and LTPP Units, are included in the calculation of diluted (loss) income per Class A unit using the treasury stock method, if the effect is dilutive. Convertible securities, including Series A convertible preferred units, Series G-1 through G-4 convertible preferred units, and Series D-13 redeemable preferred units, are included in the calculation of diluted (loss) income per Class A unit using the if-converted method, if the effect is dilutive.
| (Amounts in thousands, except per unit amounts) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net (loss) income attributable to Vornado Realty L.P. | $ | ( | $ | ||||||||||||||||||||
| Preferred unit distributions | ( | ( | |||||||||||||||||||||
| Net (loss) income attributable to Class A unitholders | ( | ||||||||||||||||||||||
| Distributions and earnings allocated to unvested participating securities | ( | ||||||||||||||||||||||
| Numerator for basic (loss) income per Class A unit | ( | ||||||||||||||||||||||
| Impact of assumed conversion of dilutive convertible securities | ( | ||||||||||||||||||||||
| Numerator for diluted (loss) income per Class A unit | $ | ( | $ | ||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic (loss) income per Class A unit - weighted average units | |||||||||||||||||||||||
Effect of dilutive securities(1): | |||||||||||||||||||||||
| Unit-based payment awards | |||||||||||||||||||||||
| Convertible securities | |||||||||||||||||||||||
| Denominator for diluted (loss) income per Class A unit - weighted average units and assumed conversions | |||||||||||||||||||||||
| (LOSS) INCOME PER CLASS A UNIT: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ||||||||||||||||||||
| Diluted | $ | ( | $ | ||||||||||||||||||||
________________________
(1)The calculation of diluted (loss) income per Class A unit for the three months ended March 31, 2026 and 2025 excluded weighted average potential Class A units of 7,796 and 49 , respectively, as their effect was antidilutive.
28
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
13. Variable Interest Entities ("VIEs")
Unconsolidated VIEs
Consolidated VIEs
Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Farley Building and certain properties that have noncontrolling interests. These entities are VIEs because the noncontrolling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.
As of March 31, 2026, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,699,449,000 and $2,752,092,000 , respectively. As of December 31, 2025, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,734,109,000 and $2,744,932,000 , respectively.
29
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14. Fair Value Measurements
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (ii) loans receivable (for which we have elected the fair value option under ASC Subtopic 825-10, Financial Instruments ("ASC 825-10")), (iii) interest rate swaps and caps, and (iv) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy.
| (Amounts in thousands) | As of March 31, 2026 | ||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Deferred compensation plan assets ($ | $ | $ | $ | $ | |||||||||||||||||||
| Interest rate swaps and caps designated as a hedge (included in other assets) | |||||||||||||||||||||||
| Interest rate caps not designated as a hedge (included in other assets) | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Mandatorily redeemable instruments (included in other liabilities) | $ | $ | $ | $ | |||||||||||||||||||
| Interest rate swaps designated as a hedge (included in other liabilities) | |||||||||||||||||||||||
| Interest rate caps not designated as a hedge (included in other liabilities) | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
| (Amounts in thousands) | As of December 31, 2025 | ||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Deferred compensation plan assets ($ | $ | $ | $ | $ | |||||||||||||||||||
| Loans receivable (included in other assets) | |||||||||||||||||||||||
| Interest rate swaps and caps designated as a hedge (included in other assets) | |||||||||||||||||||||||
| Interest rate caps not designated as a hedge (included in other assets) | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Mandatorily redeemable instruments (included in other liabilities) | $ | $ | $ | $ | |||||||||||||||||||
| Interest rate swaps designated as a hedge (included in other liabilities) | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
30
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14. Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Deferred Compensation Plan Assets
Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports that provide net asset values on a fair value basis from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The period of time over which these underlying assets are expected to be liquidated is unknown. The third-party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.
The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3.
| (Amounts in thousands) | For the Three Months Ended March 31, 2026 | ||||||||||
| Beginning balance | $ | ||||||||||
| Purchases | |||||||||||
| Sales | ( | ||||||||||
| Realized and unrealized gains | |||||||||||
| Other, net | |||||||||||
| Ending balance | $ | ||||||||||
Loans Receivable
The table below summarizes the changes in fair value of loans receivable that are classified as Level 3.
| (Amounts in thousands) | For the Three Months Ended March 31, 2026 | |||||||||||||
| Beginning balance | $ | |||||||||||||
Repayments(1) | ( | |||||||||||||
| Interest accrual | ||||||||||||||
| Ending balance | $ | |||||||||||||
__________________________
(1)In January 2026, we acquired 3 East 54th Street and the outstanding loan balance, including default interest and advances, was credited towards the purchase price. See Note 6 - Acquisitions for further details.
31
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14. Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Derivatives and Hedging
We use derivative instruments principally to reduce our exposure to interest rate increases. We do not enter into or hold derivative instruments for speculative trading purposes. We recognize the fair values of all derivatives in "other assets" or "other liabilities" on our consolidated balance sheets. Changes in the fair value of our cash flow hedges are recognized in other comprehensive income until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of hedging instruments and hedged items, but will have no effect on cash flows. Cash payments and receipts related to our interest rate hedges are classified as operating activities and included within our disclosure of cash paid for interest on our consolidated statements of cash flows, consistent with the classification of the hedged interest payments.
The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of March 31, 2026 and December 31, 2025.
| (Amounts in thousands) | As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Notional Amount | All-In Swapped Rate | Swap/Cap Expiration Date | Fair Value Asset | Fair Value Liability | Fair Value Asset | Fair Value Liability | ||||||||||||||||||||||||||||||||||||||
| Interest rate swaps: | ||||||||||||||||||||||||||||||||||||||||||||
| 555 California Street mortgage loan: | ||||||||||||||||||||||||||||||||||||||||||||
| In-place swap | $ | (1) | 05/26 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Forward swap (effective 05/26) | (2) | 05/28 | ||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loan | (3) | |||||||||||||||||||||||||||||||||||||||||||
| Unsecured revolving credit facility | 08/27 | |||||||||||||||||||||||||||||||||||||||||||
| One Park Avenue mortgage loan | (4) | 07/27 | ||||||||||||||||||||||||||||||||||||||||||
| 100 West 33rd Street mortgage loan | 06/27 | |||||||||||||||||||||||||||||||||||||||||||
| 1290 Avenue of the Americas mortgage loan | (5) | 09/27 | ||||||||||||||||||||||||||||||||||||||||||
| 435 Seventh Avenue mortgage loan | (6) | |||||||||||||||||||||||||||||||||||||||||||
| Interest rate caps: | ||||||||||||||||||||||||||||||||||||||||||||
| Various mortgage loans | ||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
______________________
(1)Represents our 70.0 % share of the $1.2 billion mortgage loan.
(2)Reflects the May 2026 increase in variable rate spread to S+230 . The variable rate spread will further increase to S+255 in May 2027.
(3)Represents the aggregate fair value of various interest rate swap arrangements to hedge interest payments on our unsecured term loan, which matures in February 2031. The impact of these interest rate swap arrangements is detailed below:
| Swapped Balance | All-In Swapped Rate | Unswapped Balance (bears interest at S+120) | ||||||||||||||||||
| Through 10/26 | $ | $ | ||||||||||||||||||
| 10/26 through 07/27 | ||||||||||||||||||||
| 07/27 through 08/27 | ||||||||||||||||||||
(4)The remaining $25,000 mortgage loan balance bears interest at a floating rate of SOFR plus 1.78 % (5.46 % as of March 31, 2026) and has a 5.20 % SOFR strike rate cap in place.
(5)The remaining $750,000 mortgage loan balance bears interest at a floating rate of SOFR plus 1.62 % (5.29 % as of March 31, 2026) and has a 4.00 % SOFR strike rate cap in place.
(6)In April 2026, we entered into a 4.00 % interest rate cap arrangement expiring April 2027 and effective upon the April 2026 expiration of the currently in-place swap.
32
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14. Fair Value Measurements - continued
Fair Value Measurements on a Nonrecurring Basis
There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets as of March 31, 2026 and December 31, 2025.
Financial Assets and Liabilities not Measured at Fair Value
Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government) and our secured and unsecured debt. The fair values of these instruments are estimated using discounted cash flow analyses provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments.
| (Amounts in thousands) | As of March 31, 2026 | As of December 31, 2025 | |||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Debt: | |||||||||||||||||||||||
| Mortgages payable | $ | $ | $ | $ | |||||||||||||||||||
| Senior unsecured notes | |||||||||||||||||||||||
| Unsecured term loan | |||||||||||||||||||||||
| Unsecured revolving credit facilities | |||||||||||||||||||||||
| Total | $ | (1) | $ | $ | (1) | $ | |||||||||||||||||
______________________
(1)Excludes $47,425 and $28,829 of deferred financing costs, net and other as of March 31, 2026 and December 31, 2025, respectively.
15. Interest and Other Investment Income, Net
The following table sets forth the details of interest and other investment income, net:
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Interest on cash and cash equivalents and restricted cash | $ | $ | |||||||||||||||||||||
| Interest on loans receivable | |||||||||||||||||||||||
| Income from real estate fund investments | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
16. Interest and Debt Expense
The following table sets forth the details of interest and debt expense:
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Interest expense | $ | $ | |||||||||||||||||||||
| Capitalized interest and debt expense | ( | ( | |||||||||||||||||||||
| Amortization of deferred financing costs | |||||||||||||||||||||||
| Amortization of interest rate cap premiums | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
33
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
17. Commitments and Contingencies
Insurance
For our properties, we maintain general liability insurance with limits of $300,000,000 275,000,000 includes communicable disease coverage and we maintain all risk property and rental value insurance with limits of $2.5 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage. Our California properties have earthquake insurance with coverage of $350,000,000 5 % of the value of the affected property. We maintain coverage for certified terrorism acts with limits of $6.0 1.2 billion for non-certified acts of terrorism, and $5.0
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $2,360,428 and 20 % of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.
Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements, contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.
The PENN 1 ground lease is subject to fair market value resets at each of the three 25-year renewal periods. The first renewal period commenced June 2023 and, together with our second option exercise in January 2022, extends the lease term through June 2073. On April 22, 2025, an arbitration panel (the “Panel”) appointed to determine the ground rent payable for the 25-year period beginning June 17, 2023 determined that the annual rent payable will be $15,000,000 or $20,220,000 , depending on the outcome of litigation described in the following paragraph. On July 21, 2025, the ground lessor filed a motion in New York County Supreme Court to vacate the Panel’s ground rent determination. On October 31, 2025, the court granted the ground lessor’s motion. We believe the decision is without merit and are appealing the court’s decision.
Further, litigation is currently pending between the parties in New York County Supreme Court regarding the existence of a sublease potentially affecting the value of the land parcel. The court denied our motion to dismiss that action and, in January 2026, the appellate court affirmed that decision. That sublease litigation is now continuing in front of the lower court. Under the Panel’s decision (assuming the aforementioned vacatur decision that we are appealing is reversed), if the fee owner prevails in a final judgment in that litigation, the annual rent for the 25 -year term will be $20,220,000 , retroactive to June 17, 2023. We are paying based on the $15,000,000 annual rent.
We may, from time to time, enter into guarantees including, but not limited to, payment guarantees to lenders of unconsolidated joint ventures for tax purposes, completion guarantees for development and redevelopment projects, and guarantees to fund leasing costs. These agreements terminate either upon the satisfaction of specified obligations or repayment of the underlying loans. As of March 31, 2026, the aggregate dollar amount of these guarantees is approximately $134,715,000 , including partial payment guarantees on 435 Seventh Avenue and 150 West 34th Street. Other than these loans, our mortgage loans are non-recourse to us.
34
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
17. Commitments and Contingencies - continued
Other Commitments and Contingencies - continued
As of March 31, 2026, $23,720,000 of letters of credit were outstanding under our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios and provide for higher interest rates in the event of a decline in the credit rating assigned to our senior unsecured notes. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.
Our 95 % consolidated joint venture (5 % is owned by Related Companies ("Related")) developed and owns the Farley Building. In connection with the development of the property, the joint venture admitted a historic tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of March 31, 2026, the Tax Credit Investor has made $209,661,000 in capital contributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.
As of March 31, 2026, we had construction commitments aggregating approximately $15,034,000 .
18. Segment Information
The Company’s operating segments are based on our method of internal reporting which classifies our operations by geographic area. We aggregate these operating segments into two reportable segments, New York and Other, which are based on similar economic characteristics.
Net operating income ("NOI") at share represents total revenues less operating expenses including our share of partially owned entities. The Company's CODM is its Chief Executive Officer, who considers NOI at share to be the measure of segment profit and loss for making decisions on how to allocate resources and assessing the unlevered performance of our segments as it relates to the return on assets as opposed to the levered return on equity.
We have recast certain prior period disclosures to reflect changes to our reportable segments. See Note 2 for additional information.
Below is a summary of NOI at share by segment for the three months ended March 31, 2026 and 2025.
| (Amounts in thousands) | For the Three Months Ended March 31, 2026 | ||||||||||||||||
| Total | New York | Other | |||||||||||||||
| Total revenues | $ | $ | $ | ||||||||||||||
Deduct: operating expenses(1) | ( | ( | ( | ||||||||||||||
| Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | ( | ( | ( | ||||||||||||||
| Add: NOI from partially owned entities | |||||||||||||||||
| NOI at share | $ | $ | $ | ||||||||||||||
| (Amounts in thousands) | For the Three Months Ended March 31, 2025 | ||||||||||||||||
| Total | New York | Other | |||||||||||||||
| Total revenues | $ | $ | $ | ||||||||||||||
Deduct: operating expenses(1) | ( | ( | ( | ||||||||||||||
| Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | ( | ( | ( | ||||||||||||||
| Add: NOI from partially owned entities | |||||||||||||||||
NOI at share | $ | $ | $ | ||||||||||||||
_____________________
(1)Includes various expenses associated with operating our properties, including but not limited to: real estate taxes, ground rent, insurance, and utilities. Our CODM
is not regularly provided with significant expense categories and amounts included within net operating income at share.
35
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
18. Segment Information - continued
Below is a reconciliation of NOI at share to (loss) income before income taxes for the three months ended March 31, 2026 and 2025.
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| NOI at share | $ | $ | |||||||||||||||||||||
| NOI attributable to noncontrolling interests in consolidated subsidiaries | |||||||||||||||||||||||
| NOI from partially owned entities | ( | ( | |||||||||||||||||||||
| Net gains on disposition of wholly owned and partially owned assets | |||||||||||||||||||||||
| Interest and debt expense | ( | ( | |||||||||||||||||||||
| Interest and other investment income, net | |||||||||||||||||||||||
| Income from partially owned entities | |||||||||||||||||||||||
| Transaction related costs and other | ( | ( | |||||||||||||||||||||
| General and administrative expense | ( | ( | |||||||||||||||||||||
| Depreciation and amortization expense | ( | ( | |||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | $ | ||||||||||||||||||||
19. Subsequent Events
Park Avenue Plaza
On April 28, 2026, we agreed to purchase a 49.0 % interest in Park Avenue Plaza at a gross asset valuation of $1.1 billion ($950 per square foot). Park Avenue Plaza is a 45 -story, 1,200,000 rentable square foot building located at 55 East 52nd Street. The Class A office building, co-owned by Fisher Brothers, has protected Park Avenue views and occupies the full through-block between East 52nd and East 53rd Street.
We will acquire our interest subject to our share of the $575,000,000 loan encumbering the property that bears interest at a fixed rate of 2.99 % and matures in November 2031.
Fisher Brothers will retain its current 51.0 % ownership interest and will continue to manage and lease the property. Vornado and Fisher Brothers will have joint control over major decisions. We expect to close the acquisition in the second quarter of 2026.
Share Repurchase Program
On April 29, 2026, Vornado announced that its Board of Trustees has authorized the repurchase of up to $300,000,000 of its outstanding common shares under a new share repurchase program.
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trustees of Vornado Realty Trust
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust and subsidiaries (the “Company”) as of March 31, 2026, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three-month periods ended March 31, 2026 and 2025, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 9, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE LLP
New York, New York
May 4, 2026
37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Vornado Realty L.P. and the Board of Trustees of Vornado Realty Trust
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated balance sheet of Vornado Realty L.P. and subsidiaries (the “Partnership”) as of March 31, 2026, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three-month periods ended March 31, 2026 and 2025, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Partnership as of December 31, 2025 and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 9, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Partnership's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE LLP
New York, New York
May 4, 2026
38
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements contained in this Quarterly Report constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10‑Q. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; estimates of future rents; estimates of future capital expenditures, dividends to common and preferred shareholders and Operating Partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three months ended March 31, 2026. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to the current year presentation.
39
Overview
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P. (the “Operating Partnership”), a Delaware limited partnership. Vornado is the sole general partner of and owned approximately 90.9% of the common limited partnership interest in the Operating Partnership as of March 31, 2026. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
We compete with a large number of real estate investors, property owners and developers, some of whom may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, tenant concessions offered, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding these factors.
Our business has been, and may continue to be, affected by interest rate fluctuations, the effects of inflation and other uncertainties including the potential for an economic downturn. These factors could have a material impact on our business, financial condition, results of operations and cash flows.
Vornado Realty Trust
Quarter Ended March 31, 2026 Financial Results Summary
Net loss attributable to common shareholders for the quarter ended March 31, 2026 was $22,842,000, or $0.12 per diluted share, compared to net income attributable to common shareholders of $86,842,000, or $0.43 per diluted share, for the prior year’s quarter.
Funds from operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended March 31, 2026 was $96,263,000, or $0.49 per diluted share, compared to $135,039,000, or $0.67 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended March 31, 2026 and 2025 include certain items that impact the comparability of period-to-period FFO, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO attributable to common shareholders plus assumed conversions for the quarter ended March 31, 2026 by $6,846,000, or $0.03 per diluted share, and increased FFO attributable to common shareholders plus assumed conversions by $8,794,000, or $0.04 per diluted share, for the quarter ended March 31, 2025.
The following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted:
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions: | |||||||||||||||||||||||
| Deferred tax liability on our investment in the Farley Building (held through a taxable REIT subsidiary) | $ | 2,984 | $ | 3,205 | |||||||||||||||||||
| After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities | — | (11,028) | |||||||||||||||||||||
| Gain on sale of Canal Street residential condominium units | — | (1,975) | |||||||||||||||||||||
| Other | 4,453 | 240 | |||||||||||||||||||||
| 7,437 | (9,558) | ||||||||||||||||||||||
| Noncontrolling interests' share of above adjustments on a dilutive basis | (591) | 764 | |||||||||||||||||||||
| Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net | $ | 6,846 | $ | (8,794) | |||||||||||||||||||
Same Store Net Operating Income (“NOI”) At Share
The percentage increase (decrease) in same store NOI at share and same store NOI at share - cash basis of our New York segment, THE MART and 555 California Street are below.
| Three months ended March 31, 2026 compared to March 31, 2025 | Total | New York | THE MART | 555 California Street | |||||||||||||||||||||||||
| Same store NOI at share % increase (decrease) | 6.1 | % | 8.9 | % | (1) | 0.3 | % | (21.5) | % | ||||||||||||||||||||
| Same store NOI at share - cash basis % (decrease) increase | (2.9) | % | 1.3 | % | (2) | 1.0 | % | (51.2) | % | (2) | |||||||||||||||||||
(1)Excludes the impact of the $17,240,000 reversal of previously accrued PENN 1 ground rent recorded in 2025.
(2)Variance in same store NOI at share vs. NOI at share - cash basis is primarily due to GAAP rent commencing on new leases with free rent periods.
Calculations of same store NOI at share, reconciliations of our net (loss) income to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
40
Overview - continued
Share Repurchase Program
During the three months ended March 31, 2026, we repurchased 2,745,713 common shares for $79,844,000 at an average price per share of $29.08. Subsequent to March 31, 2026, we repurchased 696,871 common shares for $18,860,000, at an average price per share of $27.06.
As of May 4, 2026, $21,191,000 remained available for repurchases under a $200,000,000 share repurchase plan authorized by Vornado's Board of Trustees in 2023.
Acquisitions
3 East 54th Street
On January 7, 2026, we acquired 3 East 54th Street, a demolition-ready asset situated on 18,400 square feet of land, for $141,000,000. Previously, in July 2025, we purchased the $35,000,000 A-Note secured by the property at par plus accrued interest, and in August 2024, we purchased the $50,000,000 B-Note secured by the property. The A-Note and B-Note were in default. The $107,000,000 loan balance, including default interest and advances, was credited towards the purchase price.
3 East 54th Street is located between Fifth Avenue and Madison Avenue on 54th Street, adjacent to the St. Regis Hotel and our Upper Fifth Avenue retail properties. The land is zoned for approximately 232,500 buildable square feet as-of-right, and we intend to promptly demolish the existing buildings on the site.
Dispositions
Alexander’s, Inc. (“Alexander’s”)
On March 6, 2026, Alexander’s, in which we own a 32.4% interest, entered into an agreement to sell its Rego Park I property for $235,500,000. Alexander’s expects to close the sale by the third quarter of 2026. Upon completion of the sale, we will recognize our approximate $44,000,000 share of the net gain. The sale is subject to customary closing conditions.
Financings
888 Seventh Avenue
On December 10, 2025, the $244,543,000 non-recourse mortgage loan on 888 Seventh Avenue matured and was not repaid, at which time the lenders declared an event of default. On March 9, 2026, we entered into a forbearance agreement pursuant to which the lenders agreed to forbear from exercising their remedies and waived default interest through March 2027. During the forbearance period, regularly scheduled interest and required monthly amortization payments continue to accrue, but payment is deferred until the expiration or earlier termination of the forbearance period, at which time such amounts become due and payable.
2031 Revolving Credit Facility
On January 7, 2026, we completed a $1.105 billion refinancing of one of our two revolving credit facilities. On February 4, 2026, the facility was upsized to $1.130 billion. The $1.130 billion amended facility currently bears interest at a rate of SOFR plus 1.05% and is scheduled to mature in February 2031 (as fully extended). The facility fee is 25 basis points. The facility replaced the previous $1.25 billion revolving credit facility which was scheduled to mature in December 2027.
2029 Revolving Credit Facility
On January 7, 2026, we upsized our $915,000,000 revolving credit facility that matures in April 2029 (as fully extended) to $1.0 billion. The credit facility currently bears interest at a rate of SOFR plus 1.16% and has a facility fee of 24 basis points.
Unsecured Term Loan
On January 7, 2026, we completed a refinancing of our unsecured term loan and upsized the loan amount to $850,000,000. The loan bears interest at SOFR plus 1.20% and matures in February 2031 (as fully extended). The loan replaced the previous $800,000,000 term loan which bore interest at SOFR plus 1.25% and was scheduled to mature in December 2027.
Senior Unsecured Notes Due 2033
On January 14, 2026, we completed a public offering of $500,000,000 5.75% senior unsecured notes due February 1, 2033 (“2033 Notes”). Interest on the senior unsecured notes is payable semi-annually on February 1 and August 1, commencing August 1, 2026. The 2033 Notes were sold at 99.824% of their face amount to yield 5.78%. A portion of the $494,000,000 net proceeds from the 2033 Notes will be used to repay our $400,000,000 senior unsecured notes due June 2026 at maturity.
7 West 34th Street
On January 23, 2026, a joint venture, in which we have a 53.0% interest, completed a $250,000,000 refinancing of 7 West 34th Street, a 477,000 square foot Manhattan office and retail building. The non-recourse, five-year interest-only mortgage loan matures in February 2031 and has a fixed rate of 5.79%. The joint venture paid down by $50,000,000 the prior $300,000,000 full-recourse loan that bore interest at 3.65% and was scheduled to mature in June 2026. The loan was paid down using property-level reserves and a $25,000,000 member loan from Vornado which accrues interest at 16.00% and receives priority on distributions.
41
Overview - continued
Financings - continued
825 Seventh Avenue Office Condominium
On January 26, 2026, a joint venture, in which we have a 50.0% interest, entered into a nine-month extension with the lenders on the $54,000,000 mortgage loan encumbering the office condominium of 825 Seventh Avenue and simultaneously paid down the principal balance by $6,000,000 to $48,000,000. The loan was previously scheduled to mature in January 2026. The non-recourse interest-only loan bears interest at a rate of SOFR plus 2.75% and matures in October 2026, with a fifteen-month extension option subject to loan-to-value and debt yield requirements.
61 Ninth Avenue
On February 2, 2026, a joint venture, in which we have a 45.1% interest, entered into a seven-month extension with the lenders on the $167,500,000 mortgage loan encumbering 61 Ninth Avenue and simultaneously paid down the principal balance by $12,500,000 to $155,000,000. The loan was previously scheduled to mature in January 2026. The non-recourse interest-only loan bears interest at a rate of SOFR plus 2.45% and matures in August 2026, with a three-month extension option subject to certain conditions.
One Park Avenue
On February 9, 2026, we completed a $525,000,000 refinancing of One Park Avenue, a 945,000 square foot Manhattan office building. The five-year interest-only loan matures in February 2031 and bears interest at a rate of SOFR plus 1.78%. The loan replaced the previous $525,000,000 loan that bore interest at SOFR plus 1.22% and was scheduled to mature in March 2026.
350 Park Avenue
On March 10, 2026, an affiliate of Kenneth C. Griffin (“KG”) provided a $400,000,000 mortgage loan secured by 350 Park Avenue, the proceeds of which were used to defease the existing $400,000,000 mortgage loan in connection with the site’s development. The new interest-only loan bears interest at a fixed rate of 4.0% and matures in January 2027. Concurrently, and in connection with the planned development, Citadel Enterprise Americas LLC vacated the building and assigned its existing master lease to an affiliate of KG as tenant, and the lease was amended to provide for net rent of $16,000,000 per annum, equal to the interest payments under the new mortgage loan.
Leasing Activity
The leasing activity and related statistics in the table below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
| (Square feet in thousands) | New York | 555 California Street | ||||||||||||||||||||||||
| Office | Retail | THE MART | ||||||||||||||||||||||||
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||
| Total square feet leased | 311 | 25 | 19 | 96 | ||||||||||||||||||||||
| Our share of square feet leased: | 243 | 13 | 19 | 67 | ||||||||||||||||||||||
Initial rent(1) | $ | 102.50 | $ | 546.51 | $ | 70.20 | $ | 151.94 | ||||||||||||||||||
| Weighted average lease term (years) | 8.7 | 12.4 | 3.3 | 9.5 | ||||||||||||||||||||||
| Second generation relet space: | ||||||||||||||||||||||||||
| Square feet | 121 | 1 | 15 | 58 | ||||||||||||||||||||||
| GAAP basis: | ||||||||||||||||||||||||||
Straight-line rent(2) | $ | 96.86 | $ | 2,273.02 | $ | 69.32 | $ | 178.18 | ||||||||||||||||||
| Prior straight-line rent | $ | 86.69 | $ | 1,221.04 | $ | 67.76 | $ | 123.11 | ||||||||||||||||||
| Percentage increase | 11.7 | % | 86.2 | % | 2.3 | % | 44.7 | % | ||||||||||||||||||
| Cash basis (non-GAAP): | ||||||||||||||||||||||||||
Initial rent(1) | $ | 102.06 | $ | 2,140.67 | $ | 70.60 | $ | 162.85 | ||||||||||||||||||
| Prior escalated rent | $ | 93.04 | $ | 1,574.92 | $ | 71.81 | $ | 134.95 | ||||||||||||||||||
| Percentage increase (decrease) | 9.7 | % | 35.9 | % | (1.7) | % | 20.7 | % | ||||||||||||||||||
| Tenant improvements and leasing commissions: | ||||||||||||||||||||||||||
| Per square foot | $ | 141.09 | $ | 127.63 | $ | 28.72 | $ | 176.42 | ||||||||||||||||||
| Per square foot per annum | $ | 16.22 | $ | 10.29 | $ | 8.70 | $ | 18.57 | ||||||||||||||||||
| Percentage of initial rent | 15.8 | % | 1.9 | % | 12.4 | % | 12.2 | % | ||||||||||||||||||
_______________________________
(1)Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis straight-line rent per square foot.
(2)Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases and includes the effect of free rent and periodic step-ups in rent.
42
Overview - continued
Square Footage (in service) and Occupancy as of March 31, 2026(1)
| (Square feet in thousands) | Square Feet (in service) | |||||||||||||||||||||||||
| Number of Properties | Total Portfolio | Our Share | Occupancy % | |||||||||||||||||||||||
| New York: | ||||||||||||||||||||||||||
| Office | 24 | (2) | 18,615 | 16,474 | 91.6 | % | ||||||||||||||||||||
| Retail (includes retail properties that are in the base of our office properties) | 44 | (2) | 2,032 | 1,664 | 78.3 | % | ||||||||||||||||||||
Residential - 1,640 units(3) | 1 | (2) | 1,186 | 604 | 96.5 | % | (3) | |||||||||||||||||||
| Alexander's | 5 | 2,108 | 683 | 94.4 | % | (3) | ||||||||||||||||||||
| 23,941 | 19,425 | 90.3 | % | |||||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||
| THE MART | 3 | 3,696 | 3,694 | 80.0 | % | |||||||||||||||||||||
| 555 California Street | 3 | 1,822 | 1,275 | 86.7 | % | |||||||||||||||||||||
| Other | 16 | (4) | 3,583 | 1,629 | 80.9 | % | ||||||||||||||||||||
| 9,101 | 6,598 | |||||||||||||||||||||||||
| Total square feet as of March 31, 2026 | 33,042 | 26,023 | ||||||||||||||||||||||||
____________________
See notes below.
Square Footage (in service) and Occupancy as of December 31, 2025(1)
| (Square feet in thousands) | Square Feet (in service) | |||||||||||||||||||||||||
| Number of properties | Total Portfolio | Our Share | Occupancy % | |||||||||||||||||||||||
| New York: | ||||||||||||||||||||||||||
| Office | 26 | (2) | 19,235 | 17,078 | 91.2 | % | ||||||||||||||||||||
| Retail (includes retail properties that are in the base of our office properties) | 45 | (2) | 2,030 | 1,659 | 79.4 | % | ||||||||||||||||||||
Residential - 1,643 units(3) | 2 | (2) | 1,196 | 604 | 95.5 | % | (3) | |||||||||||||||||||
| Alexander's | 5 | 2,108 | 683 | 94.6 | % | (3) | ||||||||||||||||||||
| 24,569 | 20,024 | 90.0 | % | |||||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||
| THE MART | 3 | 3,697 | 3,695 | 81.5 | % | |||||||||||||||||||||
| 555 California Street | 3 | 1,820 | 1,274 | 88.9 | % | |||||||||||||||||||||
| Other | 13 | 3,271 | 1,470 | 82.4 | % | |||||||||||||||||||||
| 8,788 | 6,439 | |||||||||||||||||||||||||
| Total square feet as of December 31, 2025 | 33,357 | 26,463 | ||||||||||||||||||||||||
____________________
(1)During the first quarter of 2026, we changed the property composition for our subsegment reporting of net operating income but continue to report our operating metrics, including occupancy, leasing activity, and lease expirations on a space type basis. See page 45 for details of our NOI subsegment change.
(2)Reflects the Office, Retail and Residential space within our 54 and 56 total New York properties as of March 31, 2026 and December 31, 2025.
(3)The Alexander Apartment Tower (312 units) is reflected in Residential unit count and occupancy.
(4)Reflects the reclassification of 606 Broadway, Pier 94 and 40 East 66th Street Residential, from the “New York” segment to the “Other” segment during the quarter ended March 31, 2026.
Critical Accounting Estimates
A summary of our critical accounting policies and estimates used in the preparation of our consolidated financial statements is included in Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. For the three months ended March 31, 2026, there were no material changes to these policies.
Recently Issued Accounting Literature
Refer to Note 3 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements that may affect us.
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NOI At Share by Segment for the Three Months Ended March 31, 2026 and 2025
NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, accruals for ground rent resets yet to be determined, and other non-cash adjustments. We consider NOI at share to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below is a summary of NOI at share and NOI at share - cash basis by segment for the three months ended March 31, 2026 and 2025.
| (Amounts in thousands) | For the Three Months Ended March 31, 2026 | ||||||||||||||||
| Total | New York | Other | |||||||||||||||
| Total revenues | $ | 459,105 | $ | 377,486 | $ | 81,619 | |||||||||||
| Operating expenses | (246,631) | (203,428) | (43,203) | ||||||||||||||
| NOI - consolidated | 212,474 | 174,058 | 38,416 | ||||||||||||||
| Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (8,659) | (2,945) | (5,714) | ||||||||||||||
| Add: NOI from partially owned entities | 68,308 | 65,436 | 2,872 | ||||||||||||||
| NOI at share | 272,123 | 236,549 | 35,574 | ||||||||||||||
| Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other | (31,066) | (28,020) | (3,046) | ||||||||||||||
| NOI at share - cash basis | $ | 241,057 | $ | 208,529 | $ | 32,528 | |||||||||||
| (Amounts in thousands) | For the Three Months Ended March 31, 2025 | ||||||||||||||||
| Total | New York | Other | |||||||||||||||
| Total revenues | $ | 461,579 | $ | 374,546 | $ | 87,033 | |||||||||||
| Operating expenses | (224,740) | (182,423) | (42,317) | ||||||||||||||
| NOI - consolidated | 236,839 | 192,123 | 44,716 | ||||||||||||||
| Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (10,660) | (3,161) | (7,499) | ||||||||||||||
| Add: NOI from partially owned entities | 67,111 | 63,859 | 3,252 | ||||||||||||||
NOI at share | 293,290 | 252,821 | 40,469 | ||||||||||||||
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other | (23,919) | (25,500) | 1,581 | ||||||||||||||
| NOI at share - cash basis | $ | 269,371 | $ | 227,321 | $ | 42,050 | |||||||||||
44
NOI At Share by Segment for the Three Months Ended March 31, 2026 and 2025 - continued
The elements of our New York and Other NOI at share for the three months ended March 31, 2026 and 2025 are summarized below.
| (Amounts in thousands) | For the Three Months Ended March 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| New York: | ||||||||||||||
Office (includes base retail)(1) | $ | 174,943 | $ | 193,550 | (2) | |||||||||
Street Retail(1) | 46,686 | 43,570 | ||||||||||||
| Residential | 6,996 | 6,192 | ||||||||||||
| Alexander's | 7,924 | 9,509 | ||||||||||||
| Total New York | 236,549 | 252,821 | ||||||||||||
| Other: | ||||||||||||||
| THE MART | 15,890 | 15,916 | ||||||||||||
| 555 California Street | 13,651 | 17,843 | ||||||||||||
| Other investments | 6,033 | 6,710 | ||||||||||||
| Total Other | 35,574 | 40,469 | ||||||||||||
| NOI at share | $ | 272,123 | $ | 293,290 | ||||||||||
The elements of our New York and Other NOI at share - cash basis for the three months ended March 31, 2026 and 2025 are summarized below.
| (Amounts in thousands) | For the Three Months Ended March 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| New York: | ||||||||||||||
Office (includes base retail)(1) | $ | 151,963 | $ | 169,246 | ||||||||||
Street Retail(1) | 41,239 | 41,689 | ||||||||||||
| Residential | 6,571 | 5,848 | ||||||||||||
| Alexander's | 8,756 | 10,538 | ||||||||||||
| Total New York | 208,529 | 227,321 | ||||||||||||
| Other: | ||||||||||||||
| THE MART | 17,625 | 17,517 | ||||||||||||
| 555 California Street | 8,859 | 18,137 | ||||||||||||
| Other investments | 6,044 | 6,396 | ||||||||||||
| Total Other | 32,528 | 42,050 | ||||||||||||
| NOI at share - cash basis | $ | 241,057 | $ | 269,371 | ||||||||||
____________________
(1)During the first quarter of 2026, we reclassified retail assets located at the base of our office buildings from the retail subsegment to the office subsegment. The retail subsegment was renamed “Street Retail” and now comprises standalone retail properties and mixed-use assets with prominent retail components, including related signage, with a concentration on High Streets such as Fifth Avenue, Madison Avenue and Times Square. Prior period balances have been reclassified to conform to current period presentation. This change applies only to net operating income; all other operating metrics, including occupancy, leasing activity, and lease expirations continue to be presented based on space type.
(2)Includes a $17,240 reversal of previously accrued PENN 1 ground rent.
45
Reconciliation of Net (Loss) Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended March 31, 2026 and 2025
Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the three months ended March 31, 2026 and 2025.
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Net (loss) income | $ | (22,026) | $ | 99,824 | |||||||
| Depreciation and amortization expense | 118,528 | 116,155 | |||||||||
| General and administrative expense | 42,245 | 38,597 | |||||||||
| Transaction related costs and other | 762 | 43 | |||||||||
| Income from partially owned entities | (12,822) | (96,977) | |||||||||
| Interest and other investment income, net | (9,327) | (8,261) | |||||||||
| Interest and debt expense | 89,206 | 95,816 | |||||||||
| Net gains on disposition of wholly owned and partially owned assets | — | (15,551) | |||||||||
| Income tax expense | 5,908 | 7,193 | |||||||||
| NOI from partially owned entities | 68,308 | 67,111 | |||||||||
| NOI attributable to noncontrolling interests in consolidated subsidiaries | (8,659) | (10,660) | |||||||||
| NOI at share | 272,123 | 293,290 | |||||||||
| Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other | (31,066) | (23,919) | |||||||||
| NOI at share - cash basis | $ | 241,057 | $ | 269,371 | |||||||
NOI At Share by Region
| For the Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Region: | |||||||||||
| New York City metropolitan area | 89 | % | 88 | % | |||||||
| Chicago, IL | 6 | % | 6 | % | |||||||
| San Francisco, CA | 5 | % | 6 | % | |||||||
| 100 | % | 100 | % | ||||||||
46
Results of Operations – Three Months Ended March 31, 2026 Compared to March 31, 2025
Revenues
Our revenues were $459,105,000 for the three months ended March 31, 2026, compared to $461,579,000 for the prior year’s quarter, a decrease of $2,474,000. Below are the details of the (decrease) increase by segment:
| (Amounts in thousands) | Total | New York | Other | |||||||||||||||||
| (Decrease) increase due to: | ||||||||||||||||||||
| Rental revenues: | ||||||||||||||||||||
| Acquisitions, dispositions and other | $ | (20,068) | $ | (19,417) | $ | (651) | ||||||||||||||
| Trade shows | 166 | — | 166 | |||||||||||||||||
| Same store operations | 14,331 | 17,290 | (2,959) | |||||||||||||||||
| (5,571) | (2,127) | (3,444) | ||||||||||||||||||
| Fee and other income: | ||||||||||||||||||||
| BMS cleaning fees | 2,867 | 3,572 | (705) | |||||||||||||||||
| Management and leasing fees | (315) | (283) | (32) | |||||||||||||||||
| Other income | 545 | 1,778 | (1,233) | |||||||||||||||||
| 3,097 | 5,067 | (1,970) | ||||||||||||||||||
| Total (decrease) increase in revenues | $ | (2,474) | $ | 2,940 | $ | (5,414) | ||||||||||||||
Expenses
Our expenses were $408,747,000 for the three months ended March 31, 2026, compared to $378,446,000 for the prior year’s quarter, an increase of $30,301,000. Below are the details of the increase by segment:
| (Amounts in thousands) | Total | New York | Other | |||||||||||||||||
| Increase (decrease) due to: | ||||||||||||||||||||
| Operating: | ||||||||||||||||||||
| Acquisitions, dispositions and other | $ | 14,698 | $ | 14,698 | $ | — | ||||||||||||||
| Development and redevelopment | 20 | 20 | — | |||||||||||||||||
| Non-reimbursable expenses | 1,857 | 1,857 | — | |||||||||||||||||
| Trade shows | 601 | — | 601 | |||||||||||||||||
| BMS expenses | (286) | 419 | (705) | |||||||||||||||||
| Same store operations | 5,001 | 4,011 | 990 | |||||||||||||||||
| 21,891 | 21,005 | 886 | ||||||||||||||||||
| Depreciation and amortization: | ||||||||||||||||||||
| Acquisitions, dispositions and other | (3,895) | (4,624) | 729 | |||||||||||||||||
| Development and redevelopment | (27) | (27) | — | |||||||||||||||||
| Same store operations | 6,295 | 6,975 | (680) | |||||||||||||||||
| 2,373 | 2,324 | 49 | ||||||||||||||||||
| General and administrative | 3,648 | 2,090 | 1,558 | |||||||||||||||||
| Expense from deferred compensation plan liability | 1,670 | — | 1,670 | |||||||||||||||||
| Transaction related costs and other | 719 | 930 | (211) | |||||||||||||||||
| Total increase in expenses | $ | 30,301 | $ | 26,349 | $ | 3,952 | ||||||||||||||
47
Results of Operations – Three Months Ended March 31, 2026 Compared to March 31, 2025 - continued
Income from Partially Owned Entities
Below are the components of income from partially owned entities.
| (Amounts in thousands) | Percentage Ownership as of March 31, 2026 | For the Three Months Ended March 31, | |||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Our share of net income (loss): | |||||||||||||||||
| Fifth Avenue and Times Square JV: | |||||||||||||||||
| Equity in net income | 51.5% | $ | 4,323 | $ | 5,837 | ||||||||||||
| Return on preferred equity, net of our share of the expense | 6,105 | 8,543 | |||||||||||||||
| Net gain on sale | — | 76,162 | |||||||||||||||
| 10,428 | 90,542 | ||||||||||||||||
| Alexander's | 32.4% | 2,700 | 5,556 | ||||||||||||||
Partially owned office buildings(1) | Various | (2,835) | (3,622) | ||||||||||||||
Other investments(2) | Various | 2,529 | 4,501 | ||||||||||||||
| $ | 12,822 | $ | 96,977 | ||||||||||||||
____________________
(1)Includes interests in 280 Park Avenue, 7 West 34th Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(2)Includes interests in Independence Plaza, Sunset Pier 94 Joint Venture (“Pier 94 JV”), Rosslyn Plaza and others.
Interest and Other Investment Income, Net
The following table sets forth the details of interest and other investment income, net.
| (Amounts in thousands) | For the Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Interest on cash and cash equivalents and restricted cash | $ | 8,705 | $ | 6,961 | |||||||
| Interest on loans receivable | 269 | 1,157 | |||||||||
| Income from real estate fund investments | — | 143 | |||||||||
| Other, net | 353 | — | |||||||||
| $ | 9,327 | $ | 8,261 | ||||||||
Interest and Debt Expense
Interest and debt expense for the three months ended March 31, 2026 was $89,206,000, compared to $95,816,000 for the prior year’s quarter, a decrease of $6,610,000. This was primarily due to (i) $8,989,000 of lower interest expense resulting from lower average debt balances, and (ii) $7,664,000 of lower amortization of interest rate cap premiums, partially offset by (iii) $6,260,000 of higher interest expense due to the public offering of $500,000,000 5.75% senior unsecured notes, (iv) $2,918,000 of higher interest expense resulting from higher average interest rates, inclusive of the impact of our interest rate hedging instruments, (v) $750,000 of lower capitalized interest and (vi) $432,000 of higher amortization of deferred financing costs.
Income Tax Expense
Income tax expense for the three months ended March 31, 2026 was $5,908,000, compared to $7,193,000 for the prior year’s quarter, a decrease of $1,285,000. This was primarily due to lower income tax expense incurred by our taxable REIT subsidiaries.
Net Loss Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net loss attributable to noncontrolling interests in consolidated subsidiaries was $12,690,000 for the three months ended March 31, 2026, compared to $10,433,000 for the prior year’s quarter, an increase of $2,257,000.
48
Results of Operations – Three Months Ended March 31, 2026 Compared to March 31, 2025
Same Store Net Operating Income At Share
Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is same store NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, accruals for ground rent resets yet to be determined, and other non-cash adjustments. We use these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. We have recast certain prior period disclosures to reflect changes to the property composition of our reportable segments. See Note 2 - Basis of Presentation to our consolidated financial statements in this quarterly report on Form 10-Q for additional information.
Below are reconciliations of NOI at share to same store NOI at share and NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, THE MART, 555 California Street and other investments for the three months ended March 31, 2026 compared to March 31, 2025.
| (Amounts in thousands) | Total | New York | THE MART | 555 California Street | Other | ||||||||||||||||||||||||
| NOI at share for the three months ended March 31, 2026 | $ | 272,123 | $ | 236,549 | $ | 15,890 | $ | 13,651 | $ | 6,033 | |||||||||||||||||||
| Less NOI at share from: | |||||||||||||||||||||||||||||
| Dispositions | 19 | 18 | 1 | — | — | ||||||||||||||||||||||||
| Development properties | (1,117) | (1,117) | — | — | — | ||||||||||||||||||||||||
| Other non-same store income, net | (12,114) | (6,081) | — | — | (6,033) | ||||||||||||||||||||||||
| Same store NOI at share for the three months ended March 31, 2026 | $ | 258,911 | $ | 229,369 | $ | 15,891 | $ | 13,651 | $ | — | |||||||||||||||||||
| NOI at share for the three months ended March 31, 2025 | $ | 293,290 | $ | 252,821 | $ | 15,916 | $ | 17,843 | $ | 6,710 | |||||||||||||||||||
| Less NOI at share from: | |||||||||||||||||||||||||||||
| Dispositions | (1,684) | (1,616) | (68) | — | — | ||||||||||||||||||||||||
| Development properties | (9,281) | (9,281) | — | — | — | ||||||||||||||||||||||||
| Other non-same store income, net | (38,403) | (31,237) | — | (456) | (6,710) | ||||||||||||||||||||||||
| Same store NOI at share for the three months ended March 31, 2025 | $ | 243,922 | $ | 210,687 | $ | 15,848 | $ | 17,387 | $ | — | |||||||||||||||||||
| Increase (decrease) in same store NOI at share | $ | 14,989 | $ | 18,682 | $ | 43 | $ | (3,736) | $ | — | |||||||||||||||||||
| % increase (decrease) in same store NOI at share | 6.1 | % | 8.9 | % | 0.3 | % | (21.5) | % | 0.0 | % | |||||||||||||||||||
| (Amounts in thousands) | Total | New York | THE MART | 555 California Street | Other | ||||||||||||||||||||||||
| NOI at share - cash basis for the three months ended March 31, 2026 | $ | 241,057 | $ | 208,529 | $ | 17,625 | $ | 8,859 | $ | 6,044 | |||||||||||||||||||
| Less NOI at share - cash basis from: | |||||||||||||||||||||||||||||
| Dispositions | 19 | 18 | 1 | — | — | ||||||||||||||||||||||||
| Development properties | 526 | 526 | — | — | — | ||||||||||||||||||||||||
| Other non-same store income, net | (18,936) | (12,892) | — | — | (6,044) | ||||||||||||||||||||||||
| Same store NOI at share - cash basis for the three months ended March 31, 2026 | $ | 222,666 | $ | 196,181 | $ | 17,626 | $ | 8,859 | $ | — | |||||||||||||||||||
| NOI at share - cash basis for the three months ended March 31, 2025 | $ | 269,371 | $ | 227,321 | $ | 17,517 | $ | 18,137 | $ | 6,396 | |||||||||||||||||||
| Less NOI at share - cash basis from: | |||||||||||||||||||||||||||||
| Dispositions | (1,751) | (1,681) | (70) | — | — | ||||||||||||||||||||||||
| Development properties | (9,388) | (9,388) | — | — | — | ||||||||||||||||||||||||
| Other non-same store income, net | (28,936) | (22,540) | — | — | (6,396) | ||||||||||||||||||||||||
| Same store NOI at share - cash basis for the three months ended March 31, 2025 | $ | 229,296 | $ | 193,712 | $ | 17,447 | $ | 18,137 | $ | — | |||||||||||||||||||
| (Decrease) increase in same store NOI at share - cash basis | $ | (6,630) | $ | 2,469 | $ | 179 | $ | (9,278) | $ | — | |||||||||||||||||||
| % (decrease) increase in same store NOI at share - cash basis | (2.9) | % | 1.3 | % | 1.0 | % | (51.2) | % | 0.0 | % | |||||||||||||||||||
49
Liquidity and Capital Resources
Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to our shareholders, distributions to unitholders of the Operating Partnership, as well as acquisition and development and redevelopment costs. The sources of liquidity to fund these cash requirements include rental revenue, which is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties; proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loans and unsecured revolving credit facilities; proceeds from the issuance of common and preferred equity; and asset sales.
As of March 31, 2026, we had $2.6 billion of liquidity comprised of $1.2 billion of cash and cash equivalents and restricted cash and $1.4 billion available on our $2.1 billion revolving credit facilities. The ongoing challenges posed by fluctuations in interest rates and the effects of inflation could adversely impact our cash flow from continuing operations but we anticipate that cash flow from continuing operations over the next twelve months together with cash balances on hand will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to our shareholders, debt amortization and recurring capital expenditures. We anticipate that we will pay a common share dividend for 2026 in December, subject to approval by our Board of Trustees. Capital requirements for development and redevelopment expenditures and acquisitions may require funding from borrowings, equity offerings and/or asset sales.
We may from time to time repurchase or retire our outstanding debt securities or repurchase or redeem our equity securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.
In April 2023, our Board of Trustees authorized the repurchase of up to $200,000,000 of our outstanding common shares under a share repurchase plan. As of March 31, 2026, $40,051,000 remained available and authorized for repurchases.
Summary of Cash Flows
Cash and cash equivalents and restricted cash was $1,211,516,000 as of March 31, 2026, a $233,970,000 increase from the balance as of December 31, 2025.
Our cash flow activities are summarized as follows:
| (Amounts in thousands) | For the Three Months Ended March 31, | (Decrease) Increase in Cash Flow | |||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Net cash provided by operating activities | $ | 47,747 | $ | 52,034 | $ | (4,287) | |||||||||||
| Net cash (used in) provided by investing activities | (229,926) | 275,501 | (505,427) | ||||||||||||||
| Net cash provided by (used in) financing activities | 416,149 | (470,266) | 886,415 | ||||||||||||||
Operating Activities
Net cash provided by operating activities primarily consists of cash inflows from rental revenues and operating distributions from our unconsolidated partially owned entities less cash outflows for property expenses, general and administrative expenses and interest expense. For the three months ended March 31, 2026, net cash provided by operating activities of $47,747,000 was comprised of $99,582,000 of cash from operations, including distributions of income from partially owned entities of $23,710,000, and a net decrease of $51,835,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.
Investing Activities
Net cash (used in) provided by investing activities is impacted by the timing and extent of our development, capital improvement, acquisition and disposition activities during the year.
The following table details the net cash (used in) provided by investing activities:
| (Amounts in thousands) | For the Three Months Ended March 31, | (Decrease) Increase in Cash Flow | |||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Acquisitions of real estate and other | $ | (171,840) | $ | — | $ | (171,840) | |||||||||||
| Proceeds from repayment of loan receivable | 85,000 | — | 85,000 | ||||||||||||||
| Additions to real estate | (65,989) | (42,192) | (23,797) | ||||||||||||||
| Investments in partially owned entities | (41,163) | (12,284) | (28,879) | ||||||||||||||
| Development costs and construction in progress | (36,284) | (40,934) | 4,650 | ||||||||||||||
| Distributions of capital from partially owned entities | 350 | — | 350 | ||||||||||||||
| Proceeds from partial redemption of Fifth Avenue and Times Square JV preferred equity | — | 342,000 | (342,000) | ||||||||||||||
| Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South | — | 24,713 | (24,713) | ||||||||||||||
| Proceeds from sales of real estate and other | — | 4,198 | (4,198) | ||||||||||||||
| Net cash (used in) provided by investing activities | $ | (229,926) | $ | 275,501 | $ | (505,427) | |||||||||||
50
Liquidity and Capital Resources - continued
Summary of Cash Flows - continued
Financing Activities
Net cash provided by (used in) financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other repayments associated with our outstanding debt.
The following table details the net cash provided by (used in) financing activities:
| (Amounts in thousands) | For the Three Months Ended March 31, | Increase (Decrease) in Cash Flow | |||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Proceeds from borrowings | $ | 1,514,781 | $ | 120,000 | $ | 1,394,781 | |||||||||||
| Repayments of borrowings | (968,081) | (574,368) | (393,713) | ||||||||||||||
| Repurchase of common shares/Class A units owned by Vornado | (79,899) | — | (79,899) | ||||||||||||||
| Deferred financing costs | (35,137) | — | (35,137) | ||||||||||||||
| Dividends paid on preferred shares/Distributions to preferred unitholders | (15,525) | (15,526) | 1 | ||||||||||||||
| Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries | (107) | (504) | 397 | ||||||||||||||
| Contributions from noncontrolling interests in consolidated subsidiaries | — | 53 | (53) | ||||||||||||||
| Other financing activity, net | 117 | 79 | 38 | ||||||||||||||
| Net cash provided by (used in) financing activities | $ | 416,149 | $ | (470,266) | $ | 886,415 | |||||||||||
Development and Redevelopment Expenditures
Development and redevelopment expenditures consist of all hard and soft costs associated with the development and redevelopment of a property. We plan to fund these development and redevelopment expenditures from operating cash flow, existing liquidity, and/or borrowings. See the detailed discussion below for our current development and redevelopment projects.
623 Fifth Avenue Office Condominium
We are redeveloping the 623 Fifth Avenue office condominium, a 36-story, 383,000 square foot building situated above the flagship Saks Fifth Avenue department store, into a premier boutique office building. We purchased the property in September 2025 for $218,000,000. The development cost of this project, including the cost of acquiring the property, is estimated to be $450,000,000, of which $234,153,000 of cash has been expended as of March 31, 2026. We expect to complete the redevelopment for delivery to tenants in 2027.
350 Park Avenue
On December 18, 2025, an affiliate of Kenneth C. Griffin, Citadel Enterprise Americas LLC’s (“Citadel”) Founder and CEO (“KG”), exercised an option to acquire at least a 60% interest in a joint venture (the “350 Park JV”) that would develop the 350 Park Avenue site (the “Investment Option”). Vornado and the Rudin Family, via a joint venture (the “Vornado/Rudin JV”), have the option to acquire an interest between 23% and 40% in the 350 Park JV (with Vornado having an effective ownership ranging from 21% to 36%). 350 Park JV would combine 350 Park Avenue with 39 East 51st Street (owned by the Vornado/Rudin JV) and 40 East 52nd Street (owned by the Rudin Family) to build an approximate 1,900,000 square foot new office tower (the “350 Park Site”) with Citadel as the anchor tenant. The Vornado/Rudin JV has until July 2026 to determine whether to enter into the 350 Park JV with KG or to exercise the option to put the 350 Park Site to KG for $1.2 billion ($900,000,000 to Vornado). The Investment Option closing is subject to the satisfaction of certain conditions.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the PENN District.
There can be no assurance that the above projects will be completed, completed on schedule or within budget.
51
Liquidity and Capital Resources - continued
Insurance
For our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $275,000,000 includes communicable disease coverage and we maintain all risk property and rental value insurance with limits of $2.5 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage. Our California properties have earthquake insurance with coverage of $350,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for certified terrorism acts with limits of $6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $2,360,428 and 20% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.
Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements, contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.
The PENN 1 ground lease is subject to fair market value resets at each of the three 25-year renewal periods. The first renewal period commenced June 2023 and, together with our second option exercise in January 2022, extends the lease term through June 2073. On April 22, 2025, an arbitration panel (the “Panel”) appointed to determine the ground rent payable for the 25-year period beginning June 17, 2023 determined that the annual rent payable will be $15,000,000 or $20,220,000, depending on the outcome of litigation described in the following paragraph. On July 21, 2025, the ground lessor filed a motion in New York County Supreme Court to vacate the Panel’s ground rent determination. On October 31, 2025, the court granted the ground lessor’s motion. We believe the decision is without merit and are appealing the court’s decision.
Further, litigation is currently pending between the parties in New York County Supreme Court regarding the existence of a sublease potentially affecting the value of the land parcel. The court denied our motion to dismiss that action and, in January 2026, the appellate court affirmed that decision. That sublease litigation is now continuing in front of the lower court. Under the Panel’s decision (assuming the aforementioned vacatur decision that we are appealing is reversed), if the fee owner prevails in a final judgment in that litigation, the annual rent for the 25-year term will be $20,220,000, retroactive to June 17, 2023. We are paying based on the $15,000,000 annual rent.
We may, from time to time, enter into guarantees including, but not limited to, payment guarantees to lenders of unconsolidated joint ventures for tax purposes, completion guarantees for development and redevelopment projects, and guarantees to fund leasing costs. These agreements terminate either upon the satisfaction of specified obligations or repayment of the underlying loans. As of March 31, 2026, the aggregate dollar amount of these guarantees is approximately $134,715,000, including partial payment guarantees on 435 Seventh Avenue and 150 West 34th Street. Other than these loans, our mortgage loans are non-recourse to us.
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Liquidity and Capital Resources - continued
Other Commitments and Contingencies - continued
As of March 31, 2026, $23,720,000 of letters of credit were outstanding under our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios and provide for higher interest rates in the event of a decline in the credit rating assigned to our senior unsecured notes. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.
Our 95% consolidated joint venture (5% is owned by Related Companies ("Related")) developed and owns the Farley Building. In connection with the development of the property, the joint venture admitted a historic tax credit investor partner (the "Tax Credit Investor"). Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of March 31, 2026, the Tax Credit Investor has made $209,661,000 in capital contributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.
As of March 31, 2026, we had construction commitments aggregating approximately $15,034,000.
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Funds From Operations (“FFO”)
Vornado Realty Trust
FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of (loss) income per share are disclosed in Note 12 – (Loss) Income Per Share and Per Class A Unit in Part I, Item 1 of this Quarterly Report on Form 10-Q. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.
Below is a reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions for the three months ended March 31, 2026 and 2025.
| (Amounts in thousands, except per share amounts) | For the Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions: | |||||||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ | (22,842) | $ | 86,842 | |||||||||||||||||||
| Per diluted share | $ | (0.12) | $ | 0.43 | |||||||||||||||||||
| FFO adjustments: | |||||||||||||||||||||||
| Depreciation and amortization of real property | $ | 105,386 | $ | 104,257 | |||||||||||||||||||
| Our share of partially owned entities: | |||||||||||||||||||||||
| Depreciation and amortization of real property | 23,788 | 24,525 | |||||||||||||||||||||
| Net gains on sale of real estate | — | (77,008) | |||||||||||||||||||||
| FFO adjustments, net | 129,174 | 51,774 | |||||||||||||||||||||
| Impact of assumed conversion of dilutive convertible securities | 309 | 310 | |||||||||||||||||||||
| Noncontrolling interests' share of above adjustments on a dilutive basis | (10,378) | (3,887) | |||||||||||||||||||||
| FFO attributable to common shareholders plus assumed conversions | $ | 96,263 | $ | 135,039 | |||||||||||||||||||
| Per diluted share | $ | 0.49 | $ | 0.67 | |||||||||||||||||||
| Reconciliation of weighted average shares outstanding: | |||||||||||||||||||||||
| Weighted average common shares outstanding | 189,658 | 191,371 | |||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Share-based payment awards | 6,137 | 8,161 | |||||||||||||||||||||
| Convertible securities | 1,684 | 1,252 | |||||||||||||||||||||
| Denominator for FFO per diluted share | 197,479 | 200,784 | |||||||||||||||||||||
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control. Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows:
| (Amounts in thousands, except per share and per unit amounts) | As of March 31, 2026 | ||||||||||||||||||||||||||||
| Balance | Weighted Average Interest Rate(1) | Effect of 1% Change in Base Rates(2) | |||||||||||||||||||||||||||
| Consolidated debt: | |||||||||||||||||||||||||||||
Fixed rate(3) | $ | 5,990,000 | 4.64% | $ | — | ||||||||||||||||||||||||
Variable rate(4) | 1,772,037 | 5.37%(5) | 12,673 | ||||||||||||||||||||||||||
| $ | 7,762,037 | 4.80% | $ | 12,673 | |||||||||||||||||||||||||
| Pro rata share of debt of non-consolidated entities: | |||||||||||||||||||||||||||||
Fixed rate(3) | $ | 2,064,641 | 5.75% | $ | — | ||||||||||||||||||||||||
Variable rate(6) | 385,269 | 6.36% | 3,235 | ||||||||||||||||||||||||||
| $ | 2,449,910 | 5.84% | $ | 3,235 | |||||||||||||||||||||||||
| Noncontrolling interests' share of consolidated subsidiaries | (4,913) | ||||||||||||||||||||||||||||
| Total change in annual net income attributable to the Operating Partnership | 10,995 | ||||||||||||||||||||||||||||
| Noncontrolling interests’ share of the Operating Partnership | (905) | ||||||||||||||||||||||||||||
| Total change in annual net income attributable to Vornado | $ | 10,090 | |||||||||||||||||||||||||||
| Total change in annual net income attributable to the Operating Partnership per diluted Class A unit | $ | 0.05 | |||||||||||||||||||||||||||
| Total change in annual net income attributable to Vornado per diluted share | $ | 0.05 | |||||||||||||||||||||||||||
______________________
(1)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.
(2)The impact of the interest rate cap arrangements discussed on the following page is reflected in our calculation of the effect of 1% change in base rates.
(3)Includes variable rate debt with interest rates fixed by interest rate swap arrangements.
(4)Includes variable rate debt subject to interest rate cap arrangements with a total notional amount of $1,210,000, of which $645,000 is attributable to noncontrolling interests. The interest rate cap arrangements have a weighted average SOFR strike rate of 4.48% and a weighted average remaining term of six months.
(5)Excludes additional 3.00% default interest on the 606 Broadway mortgage loan.
(6)Includes variable rate debt subject to interest rate cap arrangements with a total notional amount of $134,464 at our pro rata share. The interest rate cap arrangements have a weighted average SOFR strike rate of 4.21% and a weighted average remaining term of seven months.
Fair Value of Debt
The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of March 31, 2026, the estimated fair value of our consolidated debt was $7,533,000,000.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk - continued
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of March 31, 2026.
| Swap/Cap Expiration Date | ||||||||||||||||||||||||||||||||
| (Amounts in thousands) | Debt Balance | Variable Rate Spread | Notional Amount | All-In Swapped Rate | ||||||||||||||||||||||||||||
| Interest rate swaps: | ||||||||||||||||||||||||||||||||
| 555 California Street mortgage loan | $ | 1,200,000 | S+205 | $ | 840,000 | (1) | 6.03% | 05/26 | ||||||||||||||||||||||||
| Forward swap (effective 05/26) | 840,000 | 5.56%(2) | 05/28 | |||||||||||||||||||||||||||||
| 1290 Avenue of the Americas mortgage loan | 950,000 | S+162 | 200,000 | (3) | 4.58% | 09/27 | ||||||||||||||||||||||||||
| Unsecured term loan: | 850,000 | S+120 | ||||||||||||||||||||||||||||||
| In-place swap through 10/26 | 750,000 | 4.17% | 10/26 | |||||||||||||||||||||||||||||
| In-place swap through 7/27 | 250,000 | 3.94% | 07/27 | |||||||||||||||||||||||||||||
| In-place swap through 8/27 | 50,000 | 3.94% | 08/27 | |||||||||||||||||||||||||||||
| Unsecured revolving credit facility | 718,000 | S+105 | 575,000 | 3.78% | 08/27 | |||||||||||||||||||||||||||
| One Park Avenue mortgage loan | 525,000 | S+178 | 500,000 | (4) | 4.52% | 07/27 | ||||||||||||||||||||||||||
| 100 West 33rd Street mortgage loan | 480,000 | S+185 | 480,000 | 5.26% | 06/27 | |||||||||||||||||||||||||||
| 435 Seventh Avenue mortgage loan | 75,000 | S+210 | 75,000 | 6.96% | (5) | |||||||||||||||||||||||||||
| Index Strike Rate | ||||||||||||||||||||||||||||||||
| Interest rate cap: | ||||||||||||||||||||||||||||||||
| 150 West 34th Street mortgage loan | 75,000 | S+215 | 75,000 | 5.00% | 02/27 | |||||||||||||||||||||||||||
______________________
(1)Represents our 70.0% share of the $1.2 billion mortgage loan.
(2)Reflects the May 2026 increase in variable rate spread to S+230. The variable rate spread will further increase to S+255 in May 2027.
(3)The remaining $750,000 mortgage loan balance has a 4.00% SOFR strike rate cap in place.
(4)The remaining $25,000 mortgage loan balance has a 5.20% SOFR strike rate cap in place.
(5)In April 2026, we entered into a 4.00% interest rate cap arrangement expiring April 2027 and effective upon the April 2026 expiration of the currently in-place swap.
The following table summarizes our hedging instruments of our unconsolidated subsidiaries (shown at our pro rata ownership interest) as of March 31, 2026.
| Swap/Cap Expiration Date | ||||||||||||||||||||||||||||||||
| (Amounts in thousands and at share) | Debt Balance | Variable Rate Spread | Notional Amount | All-In Swapped Rate | ||||||||||||||||||||||||||||
| Interest rate swap: | ||||||||||||||||||||||||||||||||
| 280 Park Avenue (50.0% interest) | $ | 537,500 | S+178 | $ | 537,500 | 5.84% | 09/28 | |||||||||||||||||||||||||
| Index Strike Rate | ||||||||||||||||||||||||||||||||
| Interest rate caps: | ||||||||||||||||||||||||||||||||
| Sunset Pier 94 Studios (49.9% interest) | 77,764 | S+479 | 77,764 | 4.00% | 09/26 | |||||||||||||||||||||||||||
| Rego Park II (32.4% interest) | 56,700 | S+200 | 56,700 | 4.50% | 12/26 | |||||||||||||||||||||||||||
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures (Vornado Realty Trust)
Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2026, such disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures (Vornado Realty L.P.)
Disclosure Controls and Procedures: Vornado Realty L.P.’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2026, such disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk Factors
There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Vornado Realty Trust
(a)Recent sales of unregistered securities:
During the quarter ended March 31, 2026, Vornado issued 177,102 of its common shares for the redemption of Class A units by certain limited partners of Vornado Realty L.P. Such shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
(b)Use of Proceeds from Sales of Registered Securities: Not applicable.
(c)Issuer Purchases of Equity Securities:
In April 2023, our Board of Trustees authorized the repurchase of up to $200,000,000 of our outstanding common shares under a share repurchase plan. The following table summarizes share repurchases executed under the plan during the three months ended March 31, 2026.
| Period | Total Number of Shares Repurchased | Average Price Paid Per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | ||||||||||||||||||||||
| January 1, 2026 - January 31, 2026 | 589,685 | $ | 32.99 | 589,685 | $ | 100,440,409 | ||||||||||||||||||||
| February 1, 2026 - February 28, 2026 | 909,301 | 30.23 | 909,301 | 72,955,838 | ||||||||||||||||||||||
| March 1, 2026 - March 31, 2026 | 1,246,727 | 26.39 | 1,246,727 | 40,051,103 | ||||||||||||||||||||||
(1) Average price paid per share excludes costs associated with the repurchases.
Vornado Realty L.P.
(a)Recent sales of unregistered securities:
During the quarter ended March 31, 2026, Vornado Realty L.P. issued (i) 226,642 Class A units to satisfy conversions of LTIP Units, (ii) 173,638 Class A units to satisfy conversions of out-performance plan units (“OPP Units”), and (iii) 35,541 LTIP Units pursuant to Vornado’s 2023 Omnibus Share Plan.
All of the securities referred to above were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
(b)Use of Proceeds from Sales of Registered Securities: Not applicable.
(c)Issuer Purchases of Equity Securities: Vornado Realty L.P. repurchased Class A units from Vornado Realty Trust equivalent to the number and price of common shares repurchased by Vornado Realty Trust during the three months ended March 31, 2026, as disclosed in the table above.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act) adopted terminated
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Item 6. Exhibits
The documents listed below are filed herewith or incorporated herein by reference and numbered in accordance with Item 601 of Regulation S-K.
| Exhibit Number | Exhibit Description | |||||||||||||
10.47 | ** | — | Form of Vornado Realty Trust 2026 Long-term Performance Plan LTPP Unit Award Agreement | *** | ||||||||||
15.1 | — | Letter regarding Unaudited Interim Financial Information of Vornado Realty Trust | ||||||||||||
15.2 | — | Letter regarding Unaudited Interim Financial Information of Vornado Realty L.P. | ||||||||||||
31.1 | — | Rule 13a-14(a) Certification of the Chief Executive Officer of Vornado Realty Trust | ||||||||||||
31.2 | — | Rule 13a-14(a) Certification of the Chief Financial Officer of Vornado Realty Trust | ||||||||||||
31.3 | — | Rule 13a-14(a) Certification of the Chief Executive Officer of Vornado Realty L.P. | ||||||||||||
31.4 | — | Rule 13a-14(a) Certification of the Chief Financial Officer of Vornado Realty L.P. | ||||||||||||
32.1 | — | Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust | ||||||||||||
32.2 | — | Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust | ||||||||||||
32.3 | — | Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P. | ||||||||||||
32.4 | — | Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P. | ||||||||||||
| 101 | — | The following financial information from Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in equity, (v) consolidated statements of cash flows, and (vi) the notes to consolidated financial statements. | ||||||||||||
| 104 | — | The cover page from the Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted as iXBRL and contained in Exhibit 101. | ||||||||||||
| ________________________________________ | ||||||||||||||
| ** | Management contract or compensatory agreement | |||||||||||||
| *** | Filed herewith | |||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VORNADO REALTY TRUST | ||||||||
| (Registrant) | ||||||||
| Date: May 4, 2026 | By: | /s/ Deirdre Maddock | ||||||
| Deirdre Maddock, Chief Accounting Officer (duly authorized officer and principal accounting officer) | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VORNADO REALTY L.P. | ||||||||
| (Registrant) | ||||||||
| Date: May 4, 2026 | By: | /s/ Deirdre Maddock | ||||||
| Deirdre Maddock, Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer) | ||||||||
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FAQ
How did Vornado Realty Trust (VNO) perform financially in Q1 2026?
Vornado reported Q1 2026 revenues of $459.1 million and a net loss attributable to common shareholders of $22.8 million, or -$0.12 per share. A year earlier, it earned $86.8 million, or $0.45 per share, mainly helped by joint-venture asset sale gains.
What drove the earnings swing at Vornado Realty Trust between Q1 2025 and Q1 2026?
The shift from $99.8 million net income to a $22.0 million net loss largely reflects lower $12.8 million income from partially owned entities versus $97.0 million previously, when Vornado recognized a $76.2 million gain from the Fifth Avenue and Times Square joint venture.
What was Vornado Realty Trust’s cash flow from operations in Q1 2026?
Vornado generated $47.7 million of net cash from operating activities in Q1 2026, compared with $52.0 million a year earlier. Depreciation and amortization, straight-lining of rents, and joint-venture distributions were major non-cash and working-capital adjustments supporting operating cash flow.
How active was Vornado Realty Trust on acquisitions and capital spending in Q1 2026?
Vornado acquired 3 East 54th Street in Manhattan for $141 million and recorded additional real estate investments and development spending. Cash used in investing activities totaled $229.9 million, including real estate additions, joint-venture investments, and construction spending across its portfolio.
What key financing and refinancing actions did Vornado complete in early 2026?
Vornado refinanced and upsized revolving credit facilities to $1.13 billion and $1.0 billion, refinanced and increased an unsecured term loan to $850 million, issued $500 million of 5.75% senior unsecured notes due 2033, and refinanced major Manhattan mortgages including One Park Avenue and 350 Park Avenue.
How much liquidity and debt does Vornado Realty Trust have as of March 31, 2026?
As of March 31, 2026, Vornado held $1.21 billion in cash and restricted cash. Total debt principal, including mortgages, senior unsecured notes, the unsecured term loan, and revolving credit facilities, was about $7.76 billion, with a mix of fixed and hedged variable-rate obligations.
Did Vornado Realty Trust repurchase shares under its buyback program in Q1 2026?
Yes. Vornado repurchased 2,745,713 common shares for $79.9 million, at an average price of about $29.08 per share, under its $200 million authorization. After these purchases, approximately $40.1 million remained available for additional share repurchases.