Vornado Realty Trust
A real estate investment trust that owns, manages, and redevelops office towers and street-level shops, with a deep footprint in Manhattan's Penn Station district, plus landmarks like theMART in Chicago. It traces its roots to a 1940s discount appliance chain, Two Guys From Harrison, which bought the maker of the Vornado electric fan in the 1950s and took its name — "Vornado" blends "vortex" and "tornado," describing the fan's swirling airflow. Today the real estate firm still carries that appliance-brand name.
Common Shares of Beneficial Interest
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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 gu…
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 and six months ended June 30, 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 and six months ended June 30, 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. 41 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 91.2% of the common limited partnership interest in the Operating Partnership as of June 30, 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 June 30, 2026 Financial Results Summary Net income attributable to common shareholders for the quarter ended June 30, 2026 was $16,434,000, or $0.08 per diluted share, compared to $743,819,000, or $3.70 per diluted share, for the prior year’s quarter. The decrease is primarily due to the $803,248,000 gain related to the 770 Broadway master lease with New York University ("NYU") during the three months ended June 30, 2025. Funds from operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended June 30, 2026 was $144,078,000, or $0.74 per diluted share, compared to $120,928,000, or $0.60 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended June 30, 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, increased FFO attributable to common shareholders plus assumed conversions for the quarter ended June 30, 2026 by $13,005,000, or $0.07 per diluted share, and $7,604,000, or $0.04 per diluted share, for the quarter ended June 30, 2025. Six Months Ended June 30, 2026 Financial Results Summary Net loss attributable to common shareholders for the six months ended June 30, 2026 was $6,408,000, or $0.03 per diluted share, compared to net income attributable to common shareholders of $830,661,000, or $4.14 per diluted share, for the six months ended June 30, 2025. The decrease is primarily due to the $803,248,000 gain related to the 770 Broadway master lease with NYU during the six months ended June 30, 2025. FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2026 was $240,391,000, or $1.22 per diluted share, compared to $256,028,000, or $1.27 per diluted share, for the six months ended June 30, 2025. FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 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, increased FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2026 by $6,150,000, or $0.03 per diluted share and $16,400,000, or $0.08 per diluted share for the six months ended June 30, 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 June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions: 606 Broadway debt extinguishment gain, net of noncontrolling interests $ (16,141) $ — $ (16,141) $ — Deferred tax liability on our investment in the Farley Building (held through a taxable REIT subsidiary) 2,679 3,337 5,663 6,542 Gain on sale of Canal Street residential condominium units — (8,362) — (10,337) After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities — — — (11,110) Other (656) (3,217) 3,797 (2,895) (14,118) (8,242) (6,681) (17,800) Noncontrolling interests' share of above adjustments on a dilutive basis 1,113 638 531 1,400 Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net $ (13,005) $ (7,604) $ (6,150) $ (16,400) 42 Overview - continued 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. Total New York THE MART 555 California Street(1) Same store NOI at share % increase (decrease) Three months ended June 30, 2026 compared to June 30, 2025 9.8 % 11.9 % 9.1 % (14.3) % Six months ended June 30, 2026 compared to June 30, 2025 8.1 % 10.5 % 5.7 % (17.9) % Same store NOI at share - cash basis % increase (decrease) Three months ended June 30, 2026 compared to June 30, 2025 2.9 % 6.2 % 15.1 % (48.6) % Six months ended June 30, 2026 compared to June 30, 2025 0.8 % 4.7 % 9.3 % (49.9) % ____________________________ (1)Variance in same store NOI at share vs. same store 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 income (loss) 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. Acquisitions Park Avenue Plaza On June 11, 2026, we completed the purchase of a 49.0% interest in Park Avenue Plaza at a gross asset valuation of $1.1 billion ($950 per square foot). We acquired our interest subject to our share of the $575,000,000 loan encumbering the property, resulting in a cash purchase price of approximately $230,000,000, net of seller credits and inclusive of transaction costs. The loan bears interest at a fixed rate of 2.99% and matures in November 2031. Park Avenue Plaza is a 45-story, 1.2 million rentable square foot building located at 55 East 52nd Street. The 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. Fisher Brothers retains its current 51.0% ownership interest and continues to manage and lease the property. Vornado and Fisher Brothers have joint control over major decisions. 3 East 54th Street On January 7, 2026, we acquired 3 East 54th Street, an 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 are in the process of demolishing the existing buildings on the site. Dispositions 606 Broadway On May 14, 2026, a 50.0% owned consolidated joint venture completed the sale of 606 Broadway. The purchaser acquired the non-recourse mortgage loan, which was in maturity default, at a discount and paid the joint venture $3,000,000 in cash ($2,400,000 to Vornado). The transaction resulted in a $32,073,000 gain on debt extinguishment, of which $15,932,000 is attributable to noncontrolling interests. The property was previously impaired in the fourth quarter of 2023, and had a carrying value of $52,073,000 as of the sale date. Alexander’s, Inc. (“Alexander’s”) On May 28, 2026, Alexander’s, in which we own a 32.4% interest, completed the sale of its Rego Park I property for $235,500,000. As a result of the sale, we recognized our $44,329,000 share of the net gain and received a $2,355,000 sales commission paid by Alexander’s, of which $500,000 was paid to a third-party broker. 43 Overview - continued 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 1.01% and is scheduled to mature in February 2031 (as fully extended). The facility fee is 24 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 1.15% 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 was used to repay our $400,000,000 senior unsecured notes at their June 2026 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. 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. 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 4.00% 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. Sustainability Margin Adjustment In April 2026, we qualified for a sustainability margin adjustment on our unsecured term loan and $1.130 billion revolving credit facility and re-qualified on our $1.0 billion revolving credit facility by achieving certain Key Performance Indicator (“KPI”) metrics, which reduced our interest rate by 0.05% for our term loan and 0.04% for our credit facilities. 44 Overview - continued Financings - continued 61 Ninth Avenue On May 8, 2026, a joint venture, in which we have a 45.1% interest, completed a $161,000,000 refinancing of 61 Ninth Avenue. The interest-only mortgage loan matures in June 2028, with a nine-month extension option subject to certain conditions, and bears interest at SOFR plus 3.00% in year one, SOFR plus 3.35% for year two, and SOFR plus 3.85% during the extension period. The refinancing replaced the joint venture’s prior $167,500,000 mortgage loan on the property. On February 2, 2026, the joint venture extended the prior loan’s maturity by seven months and simultaneously paid down the principal balance by $12,500,000 to $155,000,000. Senior Unsecured Notes Due 2026 We repaid our $400,000,000 2.15% senior unsecured notes on their June 1, 2026 maturity date. Share Repurchase Program During the three months ended June 30, 2026, we repurchased 1,787,090 common shares for $53,461,000 at an average price per share of $29.92. 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. Subsequently, on April 29, 2026, our Board of Trustees authorized an additional $300,000,000 under the share repurchase plan. As of August 3, 2026, $286,590,000 remained available for repurchases. 45 Overview - continued Leasing Activity The leasing activity and related statistics in the tables 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 June 30, 2026 Total square feet leased 348 61 103 15 Our share of square feet leased: 307 36 103 10 Initial rent(1) $ 107.24 $ 277.05 $ 54.12 $ 71.70 Weighted average lease term (years) 8.0 2.0 7.3 2.5 Second generation relet space: Square feet 143 32 50 — GAAP basis: Straight-line rent(2) $ 97.25 $ 265.77 $ 60.96 $ — Prior straight-line rent $ 90.32 $ 237.00 $ 53.48 $ — Percentage increase 7.7 % 12.1 % 14.0 % — % Cash basis (non-GAAP): Initial rent(1) $ 101.48 $ 265.18 $ 61.63 $ — Prior escalated rent $ 96.69 $ 251.40 $ 59.26 $ — Percentage increase 5.0 % 5.5 % 4.0 % — % Tenant improvements and leasing commissions: Per square foot $ 113.69 $ 38.94 $ 96.27 $ 49.39 Per square foot per annum $ 14.21 $ 19.47 $ 13.19 $ 19.76 Percentage of initial rent 13.3 % 7.0 % 24.4 % 27.6 % _______________________________ See notes below. (Square feet in thousands) New York 555 California Street Office Retail THE MART Six Months Ended June 30, 2026 Total square feet leased 659 86 122 111 Our share of square feet leased: 550 49 122 77 Initial rent(1) $ 105.14 $ 349.23 $ 56.59 $ 141.28 Weighted average lease term (years) 8.3 4.8 6.7 8.6 Second generation relet space: Square feet 264 33 65 58 GAAP basis: Straight-line rent(2) $ 97.07 $ 286.88 $ 62.88 $ 178.18 Prior straight-line rent $ 88.66 $ 247.34 $ 56.76 $ 123.11 Percentage increase 9.5 % 16.0 % 10.8 % 44.7 % Cash basis (non-GAAP): Initial rent(1) $ 101.75 $ 284.90 $ 63.69 $ 162.85 Prior escalated rent $ 95.02 $ 265.32 $ 62.14 $ 134.95 Percentage increase 7.1 % 7.4 % 2.5 % 20.7 % Tenant improvements and leasing commissions: Per square foot $ 125.80 $ 62.70 $ 85.90 $ 159.54 Per square foot per annum $ 15.16 $ 13.06 $ 12.82 $ 18.55 Percentage of initial rent 14.4 % 3.7 % 22.7 % 13.1 % _______________________________ (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. 46 Overview - continued Square Footage (in service) and Occupancy as of June 30, 2026(1) (Square feet in thousands) Square Feet (in service) Number of Properties Total Portfolio Our Share Occupancy % New York: Office 25 (2) 19,788 17,050 92.2 % Retail (includes retail properties that are in the base of our office properties) 45 (2) 2,039 1,666 77.8 % Residential - 1,640 units(3) 1 (2) 1,186 604 97.2 % (3) Alexander's 4 2,110 684 94.6 % (3) 25,123 20,004 90.8 % Other: THE MART 3 3,697 3,695 80.4 % 555 California Street 3 1,822 1,275 87.5 % Other 15 (4) 3,389 1,542 83.7 % 8,908 6,512 Total square feet as of June 30, 2026 34,031 26,516 ____________________ 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 pages 49 and 55 for details of our NOI subsegment change. (2)Reflects the Office, Retail and Residential space within our 55 and 56 total New York properties as of June 30, 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 Sunset Pier 94 and 40 East 66th Street Residential, from the “New York” segment to the “Other” segment during the six months ended June 30, 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 six months ended June 30, 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. 47 NOI At Share by Segment for the Three Months Ended June 30, 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 June 30, 2026 and 2025. (Amounts in thousands) For the Three Months Ended June 30, 2026 Total New York Other Total revenues $ 462,242 $ 380,316 $ 81,926 Operating expenses (223,649) (194,620) (29,029) NOI - consolidated 238,593 185,696 52,897 Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (11,167) (4,880) (6,287) Add: NOI from partially owned entities 76,638 70,882 5,756 NOI at share 304,064 251,698 52,366 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (40,881) (36,741) (4,140) NOI at share - cash basis $ 263,183 $ 214,957 $ 48,226 (Amounts in thousands) For the Three Months Ended June 30, 2025 Total New York Other Total revenues $ 441,437 $ 356,522 $ 84,915 Operating expenses (219,348) (187,107) (32,241) NOI - consolidated 222,089 169,415 52,674 Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (10,643) (2,898) (7,745) Add: NOI from partially owned entities 66,227 63,587 2,640 NOI at share 277,673 230,104 47,569 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (45,954) (47,738) 1,784 NOI at share - cash basis $ 231,719 $ 182,366 $ 49,353 48 NOI At Share by Segment for the Three Months Ended June 30, 2026 and 2025 - continued The elements of our New York and Other NOI at share for the three months ended June 30, 2026 and 2025 are summarized below. (Amounts in thousands) For the Three Months Ended June 30, 2026 2025 New York: Office (includes base retail)(1) $ 183,424 $ 170,935 Street Retail(1) 52,533 44,492 Residential 6,695 6,362 Alexander's 9,046 8,315 Total New York 251,698 230,104 Other: THE MART 27,299 25,197 555 California Street 14,850 18,686 Other investments 10,217 3,686 Total Other 52,366 47,569 NOI at share $ 304,064 $ 277,673 ____________________ See notes below. The elements of our New York and Other NOI at share - cash basis for the three months ended June 30, 2026 and 2025 are summarized below. (Amounts in thousands) For the Three Months Ended June 30, 2026 2025 New York: Office (includes base retail)(1)(2) $ 155,899 $ 124,268 Street Retail(1) 49,754 42,764 Residential 6,354 5,990 Alexander's 2,950 9,344 Total New York 214,957 182,366 Other: THE MART 28,873 25,258 555 California Street 8,962 20,684 Other investments 10,391 3,411 Total Other 48,226 49,353 NOI at share - cash basis $ 263,183 $ 231,719 ____________________ (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)2025 includes the impact of the payment of $22,361 for prior period PENN 1 ground rent owed based on the rent reset determination. 49 Reconciliation of Net Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended June 30, 2026 and 2025 Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three months ended June 30, 2026 and 2025. (Amounts in thousands) For the Three Months Ended June 30, 2026 2025 Net income $ 39,196 $ 813,227 Depreciation and amortization expense 171,228 115,574 General and administrative expense 39,100 39,978 Transaction related costs and other 173 721 Income from partially owned entities (63,195) (16,671) Interest and other investment income, net (8,989) (11,056) Gain on debt extinguishment (32,073) — Gain on sales-type lease — (803,248) Interest and debt expense 89,582 87,929 Net gains on disposition of wholly owned and partially owned assets — (8,488) Income tax expense 3,571 4,123 NOI from partially owned entities 76,638 66,227 NOI attributable to noncontrolling interests in consolidated subsidiaries (11,167) (10,643) NOI at share 304,064 277,673 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (40,881) (45,954) NOI at share - cash basis $ 263,183 $ 231,719 NOI At Share by Region For the Three Months Ended June 30, 2026 2025 Region: New York City metropolitan area 86 % 84 % Chicago, IL 9 % 9 % San Francisco, CA 5 % 7 % 100 % 100 % 50 Results of Operations – Three Months Ended June 30, 2026 Compared to June 30, 2025 Revenues Our revenues were $462,242,000 for the three months ended June 30, 2026, compared to $441,437,000 for the prior year’s quarter, an increase of $20,805,000. Below are the details of the increase (decrease) by segment: (Amounts in thousands) Total New York Other (Decrease) increase due to: Rental revenues: Acquisitions, dispositions and other $ (9,604) $ (7,652) $ (1,952) Development and redevelopment (5,246) (5,246) — Trade shows 162 — 162 Same store operations 37,509 38,949 (1,440) 22,821 26,051 (3,230) Fee and other income: BMS cleaning fees (4,087) (3,896) (191) Management and leasing fees (268) (449) 181 Other income 2,339 2,088 251 (2,016) (2,257) 241 Total increase (decrease) in revenues $ 20,805 $ 23,794 $ (2,989) Expenses Our expenses were $436,633,000 for the three months ended June 30, 2026, compared to $378,744,000 for the prior year’s quarter, an increase of $57,889,000. Below are the details of the increase (decrease) by segment: (Amounts in thousands) Total New York Other (Decrease) increase due to: Operating: Acquisitions, dispositions and other $ (6,364) $ (6,364) $ — Development and redevelopment (951) (951) — Non-reimbursable expenses 886 886 — Trade shows 28 — 28 BMS expenses (3,822) (3,631) (191) Same store operations 14,524 17,573 (3,049) 4,301 7,513 (3,212) Depreciation and amortization: Acquisitions, dispositions and other (1,014) (1,731) 717 Development and redevelopment 49,390 49,390 — Same store operations 7,278 9,249 (1,971) 55,654 56,908 (1,254) General and administrative (878) 642 (1,520) Income from deferred compensation plan liability (640) — (640) Transaction related costs and other (548) — (548) Total increase (decrease) in expenses $ 57,889 $ 65,063 $ (7,174) 51 Results of Operations – Three Months Ended June 30, 2026 Compared to June 30, 2025 - continued Income from Partially Owned Entities Below are the components of income from partially owned entities. (Amounts in thousands) Percentage Ownership as of June 30, 2026 For the Three Months Ended June 30, 2026 2025 Our share of net income (loss): Fifth Avenue and Times Square JV: Equity in net income 51.5% $ 5,613 $ 3,649 Return on preferred equity, net of our share of the expense 6,173 6,503 11,786 10,152 Alexander's(1) 32.4% 50,140 3,325 Partially owned office buildings(2) Various (1,962) (2,355) Other investments(3) Various 3,231 5,549 $ 63,195 $ 16,671 ____________________ (1)On May 28, 2026, Alexander’s completed the sale of its Rego Park I property for $235,500. As a result of the sale, we recognized our $44,329 share of the net gain and received a $2,355 sales commission paid by Alexander’s, of which $500 was paid to a third-party broker. (2)Includes interests in 280 Park Avenue, Park Avenue Plaza, 7 West 34th Street, 61 Ninth Avenue, 85 Tenth Avenue and others. (3)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 June 30, 2026 2025 Interest on cash and cash equivalents and restricted cash $ 8,816 $ 9,709 Interest on loans receivable 155 1,325 Income from real estate fund investments — 22 Other, net 18 — $ 8,989 $ 11,056 Interest and Debt Expense Interest and debt expense for the three months ended June 30, 2026 was $89,582,000, compared to $87,929,000 for the prior year’s quarter, an increase of $1,653,000. This was primarily due to (i) $7,139,000 of higher interest expense due to the public offering of $500,000,000 5.75% senior unsecured notes, (ii) $4,483,000 of higher interest expense resulting from higher average interest rates, inclusive of the impact of our interest rate hedging instruments, and (iii) $490,000 of higher amortization of deferred financing costs, partially offset by (iv) $6,424,000 of lower amortization of interest rate cap premiums, (v) $2,939,000 of lower interest expense resulting from lower average debt balances, and (vi) $1,536,000 of higher capitalized interest. Income Tax Expense Income tax expense for the three months ended June 30, 2026 was $3,571,000, compared to $4,123,000 for the prior year’s quarter, a decrease of $552,000. This was primarily due to lower income tax expense incurred by our taxable REIT subsidiaries. Net Income (Loss) Attributable to Noncontrolling Interests in Consolidated Subsidiaries Net income attributable to noncontrolling interests in consolidated subsidiaries was $5,748,000 for the three months ended June 30, 2026, compared to a net loss of $10,981,000 for the prior year’s quarter, an increase in income of $16,729,000. This was primarily due to the allocation of the debt extinguishment gain recognized on 606 Broadway. 52 Results of Operations – Three Months Ended June 30, 2026 Compared to June 30, 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 June 30, 2026 compared to June 30, 2025. (Amounts in thousands) Total New York THE MART 555 California Street Other NOI at share for the three months ended June 30, 2026 $ 304,064 $ 251,698 $ 27,299 $ 14,850 $ 10,217 Less NOI at share from: Acquisitions (2,695) (2,695) — — — Dispositions 437 436 1 — — Development properties (4,603) (4,603) — — — Other non-same store income, net (21,614) (11,397) — — (10,217) Same store NOI at share for the three months ended June 30, 2026 $ 275,589 $ 233,439 $ 27,300 $ 14,850 $ — NOI at share for the three months ended June 30, 2025 $ 277,673 $ 230,104 $ 25,197 $ 18,686 $ 3,686 Less NOI at share from: Dispositions (1,007) (833) (174) — — Development properties (14,343) (14,343) — — — Other non-same store income, net (11,334) (6,281) — (1,367) (3,686) Same store NOI at share for the three months ended June 30, 2025 $ 250,989 $ 208,647 $ 25,023 $ 17,319 $ — Increase (decrease) in same store NOI at share $ 24,600 $ 24,792 $ 2,277 $ (2,469) $ — % increase (decrease) in same store NOI at share 9.8 % 11.9 % 9.1 % (14.3) % — % (Amounts in thousands) Total New York THE MART 555 California Street Other NOI at share - cash basis for the three months ended June 30, 2026 $ 263,183 $ 214,957 $ 28,873 $ 8,962 $ 10,391 Less NOI at share - cash basis from: Acquisitions (1,544) (1,544) — — — Dispositions 437 436 1 — — Development properties (3,786) (3,786) — — — Other non-same store income, net (27,450) (17,059) — — (10,391) Same store NOI at share - cash basis for the three months ended June 30, 2026 $ 230,840 $ 193,004 $ 28,874 $ 8,962 $ — NOI at share - cash basis for the three months ended June 30, 2025 $ 231,719 $ 182,366 $ 25,258 $ 20,684 $ 3,411 Less NOI at share - cash basis from: Dispositions (1,099) (925) (174) — — Development properties (13,992) (13,992) — — — Other non-same store expense (income), net 7,692 14,363 — (3,260) (3,411) Same store NOI at share - cash basis for the three months ended June 30, 2025 $ 224,320 $ 181,812 $ 25,084 $ 17,424 $ — Increase (decrease) in same store NOI at share - cash basis $ 6,520 $ 11,192 $ 3,790 $ (8,462) $ — % increase (decrease) in same store NOI at share - cash basis 2.9 % 6.2 % 15.1 % (48.6) % — % 53 NOI At Share by Segment for the Six Months Ended June 30, 2026 and 2025 Below is a summary of NOI at share and NOI at share - cash basis by segment for the six months ended June 30, 2026 and 2025. (Amounts in thousands) For the Six Months Ended June 30, 2026 Total New York Other Total revenues $ 921,347 $ 757,802 $ 163,545 Operating expenses (470,280) (398,048) (72,232) NOI - consolidated 451,067 359,754 91,313 Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (19,826) (7,825) (12,001) Add: NOI from partially owned entities 144,946 136,318 8,628 NOI at share 576,187 488,247 87,940 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (71,947) (64,761) (7,186) NOI at share - cash basis $ 504,240 $ 423,486 $ 80,754 (Amounts in thousands) For the Six Months Ended June 30, 2025 Total New York Other Total revenues $ 903,016 $ 731,068 $ 171,948 Operating expenses (444,088) (369,530) (74,558) NOI - consolidated 458,928 361,538 97,390 Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (21,303) (6,059) (15,244) Add: NOI from partially owned entities 133,338 127,446 5,892 NOI at share 570,963 482,925 88,038 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (69,873) (73,238) 3,365 NOI at share - cash basis $ 501,090 $ 409,687 $ 91,403 54 NOI At Share by Segment for the Six Months Ended June 30, 2026 and 2025 - continued The elements of our New York and Other NOI at share for the six months ended June 30, 2026 and 2025 are summarized below. (Amounts in thousands) For the Six Months Ended June 30, 2026 2025 New York: Office (includes base retail)(1) $ 358,367 $ 364,485 Street Retail(1) 99,219 88,062 Residential 13,691 12,554 Alexander's 16,970 17,824 Total New York 488,247 482,925 Other: THE MART 43,189 41,113 555 California Street 28,501 36,529 Other investments 16,250 10,396 Total Other 87,940 88,038 NOI at share $ 576,187 $ 570,963 ____________________ See notes below. The elements of our New York and Other NOI at share - cash basis for the six months ended June 30, 2026 and 2025 are summarized below. (Amounts in thousands) For the Six Months Ended June 30, 2026 2025 New York: Office (includes base retail)(1)(2) $ 307,862 $ 293,514 Street Retail(1) 90,993 84,453 Residential 12,925 11,838 Alexander's 11,706 19,882 Total New York 423,486 409,687 Other: THE MART 46,498 42,775 555 California Street 17,821 38,821 Other investments 16,435 9,807 Total Other 80,754 91,403 NOI at share - cash basis $ 504,240 $ 501,090 ____________________ (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)2025 includes the impact of the payment of $22,361 for prior period PENN 1 ground rent owed based on the rent reset determination. 55 Reconciliation of Net Income to NOI At Share and NOI at Share - Cash Basis for the Six Months Ended June 30, 2026 and 2025 Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the six months ended June 30, 2026 and 2025. (Amounts in thousands) For the Six Months Ended June 30, 2026 2025 Net income $ 17,170 $ 913,051 Depreciation and amortization expense 289,756 231,729 General and administrative expense 81,345 78,575 Transaction related costs and other 935 764 Income from partially owned entities (76,017) (113,648) Interest and other investment income, net (18,316) (19,317) Gain on debt extinguishment (32,073) — Gain on sales-type lease — (803,248) Interest and debt expense 178,788 183,745 Net gains on disposition of wholly owned and partially owned assets — (24,039) Income tax expense 9,479 11,316 NOI from partially owned entities 144,946 133,338 NOI attributable to noncontrolling interests in consolidated subsidiaries (19,826) (21,303) NOI at share 576,187 570,963 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (71,947) (69,873) NOI at share - cash basis $ 504,240 $ 501,090 NOI At Share by Region For the Six Months Ended June 30, 2026 2025 Region: New York City metropolitan area 87 % 86 % Chicago, IL 8 % 7 % San Francisco, CA 5 % 7 % 100 % 100 % 56 Results of Operations – Six Months Ended June 30, 2026 Compared to June 30, 2025 Revenues Our revenues were $921,347,000 for the six months ended June 30, 2026, compared to $903,016,000 for the prior year’s six months, an increase of $18,331,000. Below are the details of the increase (decrease) by segment: (Amounts in thousands) Total New York Other (Decrease) increase due to: Rental revenues: Acquisitions, dispositions and other $ (30,263) $ (27,660) $ (2,603) Development and redevelopment (5,246) (5,246) — Trade shows 328 — 328 Same store operations 52,431 56,830 (4,399) 17,250 23,924 (6,674) Fee and other income: BMS cleaning fees (1,220) (324) (896) Management and leasing fees (583) (732) 149 Other income 2,884 3,866 (982) 1,081 2,810 (1,729) Total increase (decrease) in revenues $ 18,331 $ 26,734 $ (8,403) Expenses Our expenses were $845,380,000 for the six months ended June 30, 2026, compared to $757,190,000 for the prior year’s six months, an increase of $88,190,000. Below are the details of the increase (decrease) by segment: (Amounts in thousands) Total New York Other Increase (decrease) due to: Operating: Acquisitions, dispositions and other $ 8,083 $ 8,083 $ — Development and redevelopment (932) (932) — Non-reimbursable expenses 2,743 2,743 — Trade shows 629 — 629 BMS expenses (4,109) (3,213) (896) Same store operations 19,778 21,837 (2,059) 26,192 28,518 (2,326) Depreciation and amortization: Acquisitions, dispositions and other (4,970) (6,416) 1,446 Development and redevelopment 49,385 49,385 — Same store operations 13,612 16,263 (2,651) 58,027 59,232 (1,205) General and administrative 2,770 2,732 38 Expense from deferred compensation plan liability 1,030 — 1,030 Transaction related costs and other 171 930 (759) Total increase (decrease) in expenses $ 88,190 $ 91,412 $ (3,222) 57 Results of Operations – Six Months Ended June 30, 2026 Compared to June 30, 2025 - continued Income from Partially Owned Entities Below are the components of income from partially owned entities. (Amounts in thousands) Percentage Ownership as of June 30, 2026 For the Six Months Ended June 30, 2026 2025 Our share of net income (loss): Fifth Avenue and Times Square JV: Equity in net income 51.5% $ 9,936 $ 9,486 Return on preferred equity, net of our share of the expense 12,278 15,046 Net gain on sale — 76,162 22,214 100,694 Alexander's(1) 32.4% 52,840 8,881 Partially owned office buildings(2) Various (4,797) (5,977) Other investments(3) Various 5,760 10,050 $ 76,017 $ 113,648 _____________________ (1)On May 28, 2026, Alexander’s completed the sale of its Rego Park I property for $235,500. As a result of the sale, we recognized our $44,329 share of the net gain and received a $2,355 sales commission paid by Alexander’s, of which $500 was paid to a third-party broker. (2)Includes interests in 280 Park Avenue, Park Avenue Plaza, 7 West 34th Street, 61 Ninth Avenue, 85 Tenth Avenue and others. (3)Includes interests in Independence Plaza, 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 Six Months Ended June 30, 2026 2025 Interest on cash and cash equivalents and restricted cash $ 17,521 $ 16,670 Interest on loans receivable 424 2,482 Income from real estate fund investments — 165 Other, net 371 — $ 18,316 $ 19,317 Interest and Debt Expense Interest and debt expense was $178,788,000 for the six months ended June 30, 2026, compared to $183,745,000 for the prior year’s six months, a decrease of $4,957,000. This was primarily due to (i) $14,088,000 of lower amortization of interest rate cap premiums, (ii) $12,445,000 of lower interest expense resulting from lower average debt balances, and (iii) $786,000 of higher capitalized interest, partially offset by (iv) $13,399,000 of higher interest expense due to the public offering of $500,000,000 5.75% senior unsecured notes, (v) $7,765,000 of higher interest expense resulting from higher average interest rates, inclusive of the impact of our interest rate hedging instruments, and (vi) $922,000 of higher amortization of deferred financing costs. Income Tax Expense Income tax expense for the six months ended June 30, 2026 was $9,479,000, compared to $11,316,000 for the prior year’s six months, a decrease of $1,837,000. 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 $6,942,000 for the six months ended June 30, 2026, compared to $21,414,000 for the prior year’s six months, a decrease of $14,472,000. This was primarily due to the allocation of the debt extinguishment gain recognized on 606 Broadway. 58 Results of Operations – Six Months Ended June 30, 2026 Compared to June 30, 2025 - continued Same Store Net Operating Income At Share 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 six months ended June 30, 2026 compared to June 30, 2025. (Amounts in thousands) Total New York THE MART 555 California Street Other NOI at share for the six months ended June 30, 2026 $ 576,187 $ 488,247 $ 43,189 $ 28,501 $ 16,250 Less NOI at share from: Acquisitions (2,532) (2,532) — — — Dispositions 1,118 1,117 1 — — Development properties (5,721) (5,721) — — — Other non-same store income, net (33,548) (17,298) — — (16,250) Same store NOI at share for the six months ended June 30, 2026 $ 535,504 $ 463,813 $ 43,190 $ 28,501 $ — NOI at share for the six months ended June 30, 2025 $ 570,963 $ 482,925 $ 41,113 $ 36,529 $ 10,396 Less NOI at share from: Dispositions (2,340) (2,098) (242) — — Development properties (23,624) (23,624) — — — Other non-same store income, net (49,735) (37,517) — (1,822) (10,396) Same store NOI at share for the six months ended June 30, 2025 $ 495,264 $ 419,686 $ 40,871 $ 34,707 $ — Increase (decrease) in same store NOI at share $ 40,240 $ 44,127 $ 2,319 $ (6,206) $ — % increase (decrease) in same store NOI at share 8.1 % 10.5 % 5.7 % (17.9) % — % (Amounts in thousands) Total New York THE MART 555 California Street Other NOI at share - cash basis for the six months ended June 30, 2026 $ 504,240 $ 423,486 $ 46,498 $ 17,821 $ 16,435 Less NOI at share - cash basis from: Acquisitions (1,365) (1,365) — — — Dispositions 1,118 1,117 1 — — Development properties (3,260) (3,260) — — — Other non-same store income, net (46,246) (29,811) — — (16,435) Same store NOI at share - cash basis for the six months ended June 30, 2026 $ 454,487 $ 390,167 $ 46,499 $ 17,821 $ — NOI at share - cash basis for the six months ended June 30, 2025 $ 501,090 $ 409,687 $ 42,775 $ 38,821 $ 9,807 Less NOI at share - cash basis from: Dispositions (2,528) (2,284) (244) — — Development properties (23,381) (23,381) — — — Other non-same store income, net (24,368) (11,301) — (3,260) (9,807) Same store NOI at share - cash basis for the six months ended June 30, 2025 $ 450,813 $ 372,721 $ 42,531 $ 35,561 $ — Increase (decrease) in same store NOI at share - cash basis $ 3,674 $ 17,446 $ 3,968 $ (17,740) $ — % increase (decrease) in same store NOI at share - cash basis 0.8 % 4.7 % 9.3 % (49.9) % — % 59 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 June 30, 2026, we had $2.0 billion of liquidity comprised of $789.0 million of cash and cash equivalents and restricted cash and $1.2 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 2026, our Board of Trustees authorized an additional $300,000,000 repurchase of our outstanding common shares under the share repurchase plan. As of June 30, 2026, $286,590,000 remained available and authorized for repurchases under the plan. Summary of Cash Flows Cash and cash equivalents and restricted cash was $788,920,000 as of June 30, 2026, a $188,626,000 decrease from the balance as of December 31, 2025. Our cash flow activities are summarized as follows: (Amounts in thousands) For the Six Months Ended June 30, (Decrease) Increase in Cash Flow 2026 2025 Net cash provided by operating activities $ 211,450 $ 1,078,946 $ (867,496) Net cash (used in) provided by investing activities (498,647) 525,155 (1,023,802) Net cash provided by (used in) financing activities 98,571 (1,190,422) 1,288,993 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 six months ended June 30, 2026, net cash provided by operating activities of $211,450,000 was comprised of $234,471,000 of cash from operations, including distributions of income from partially owned entities of $52,871,000, and a net decrease of $23,021,000 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 Six Months Ended June 30, (Decrease) Increase in Cash Flow 2026 2025 Investments in partially owned entities $ (281,964) $ (16,967) $ (264,997) Acquisitions of real estate and other (171,840) (22,771) (149,069) Additions to real estate (120,333) (152,513) 32,180 Proceeds from repayment of loan receivable 85,000 — 85,000 Development costs and construction in progress (62,849) (82,064) 19,215 Proceeds from sales of real estate and other 49,750 22,308 27,442 Distributions of capital from partially owned entities 3,589 3,323 266 Proceeds from partial redemption of Fifth Avenue and Times Square JV preferred equity — 749,000 (749,000) Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South — 24,839 (24,839) Net cash (used in) provided by investing activities $ (498,647) $ 525,155 $ (1,023,802) 60 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 Six Months Ended June 30, Increase (Decrease) in Cash Flow 2026 2025 Proceeds from borrowings $ 1,714,781 $ 120,000 $ 1,594,781 Repayments of borrowings (1,415,569) (1,278,232) (137,337) Repurchase of common shares/Class A units owned by Vornado (133,396) — (133,396) Deferred financing costs (34,281) (470) (33,811) Dividends paid on preferred shares/Distributions to preferred unitholders (31,050) (31,052) 2 Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries (1,995) (1,365) (630) Contributions from noncontrolling interests in consolidated subsidiaries — 673 (673) Other financing activity, net 81 24 57 Net cash provided by (used in) financing activities $ 98,571 $ (1,190,422) $ 1,288,993 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 $244,255,000 of cash has been expended as of June 30, 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 August 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. 61 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 June 30, 2026, the aggregate dollar amount of these guarantees is approximately $196,733,000, 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. 62 Liquidity and Capital Resources - continued Other Commitments and Contingencies - continued As of June 30, 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 June 30, 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 June 30, 2026, we had construction commitments aggregating approximately $22,858,000. 63 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 income per share are disclosed in Note 13 – Income (Loss) 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 income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions for the three and six months ended June 30, 2026 and 2025. (Amounts in thousands, except per share amounts) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Reconciliation of net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions: Net income (loss) attributable to common shareholders $ 16,434 $ 743,819 $ (6,408) $ 830,661 Per diluted share $ 0.08 $ 3.70 $ (0.03) $ 4.14 FFO adjustments: Depreciation and amortization of real property $ 157,776 $ 103,142 $ 263,162 $ 207,399 Gain on sales-type lease — (803,248) — (803,248) Real estate impairment losses — 542 — 542 Our share of partially owned entities: Depreciation and amortization of real property 25,274 24,107 49,062 48,632 Net gains on sale of real estate (44,930) (2,527) (44,930) (79,535) FFO adjustments, net 138,120 (677,984) 267,294 (626,210) Impact of assumed conversion of dilutive convertible securities 383 385 767 735 Noncontrolling interests' share of above adjustments on a dilutive basis (10,859) 54,708 (21,262) 50,842 FFO attributable to common shareholders plus assumed conversions $ 144,078 $ 120,928 $ 240,391 $ 256,028 Per diluted share $ 0.74 $ 0.60 $ 1.22 $ 1.27 Reconciliation of weighted average shares outstanding: Weighted average common shares outstanding 187,279 191,984 188,462 191,680 Effect of dilutive securities: Share-based payment awards 6,922 7,740 6,529 7,951 Convertible securities 1,521 1,318 1,587 1,296 Denominator for FFO per diluted share 195,722 201,042 196,578 200,927 64
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)…
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 June 30, 2026 Balance Weighted Average Interest Rate(1) Effect of 1% Change in Base Rates(2) Consolidated debt: Fixed rate(3) $ 5,515,000 4.70% $ — Variable rate(4) 1,972,543 5.30% 14,032 $ 7,487,543 4.86% $ 14,032 Pro rata share of debt of non-consolidated entities: Fixed rate(3) $ 2,346,213 5.41% $ — Variable rate(5) 384,808 6.47% 2,986 $ 2,731,021 5.56% $ 2,986 Noncontrolling interests' share of consolidated subsidiaries (4,127) Total change in annual net income attributable to the Operating Partnership 12,891 Noncontrolling interests’ share of the Operating Partnership (1,053) Total change in annual net income attributable to Vornado $ 11,838 Total change in annual net income attributable to the Operating Partnership per diluted Class A unit $ 0.06 Total change in annual net income attributable to Vornado per diluted share $ 0.06 ______________________ (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 $1,285,000, of which $645,000 is attributable to noncontrolling interests. The interest rate cap arrangements have a weighted average SOFR strike rate of 4.22% and a weighted average remaining term of seven months. (5)Includes variable rate debt subject to interest rate cap arrangements with a total notional amount of $211,818 at our pro rata share. The interest rate cap arrangements have a weighted average SOFR strike rate of 4.22% and a weighted average remaining term of six 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 June 30, 2026, the estimated fair value of our consolidated debt was $7,263,000,000. 65 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 June 30, 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+230 (1) $ 840,000 (2) 5.56% 05/28 1290 Avenue of the Americas mortgage loan 950,000 S+162 (3) 200,000 (4) 4.58% 09/27 Unsecured revolving credit facility 918,000 S+101 575,000 3.74% 08/27 Unsecured term loan: 850,000 S+115 In-place swap through 10/26 750,000 4.12% 10/26 In-place swap through 7/27 250,000 3.89% 07/27 In-place swap through 8/27 50,000 3.89% 08/27 One Park Avenue mortgage loan 525,000 S+178 500,000 (5) 4.52% 07/27 100 West 33rd Street mortgage loan 480,000 S+185 480,000 5.26% 06/27 Index Strike Rate Interest rate cap: 150 West 34th Street mortgage loan 75,000 S+215 75,000 5.00% 02/27 435 Seventh Avenue mortgage loan 75,000 S+210 75,000 4.00% 04/27 ______________________ (1)The variable rate spread will increase by 25 basis points in May 2027. (2)Represents our 70.0% share of the $1.2 billion mortgage loan. (3)The variable rate spread will increase by 25 basis points in November 2026. (4)The remaining $750,000 mortgage loan balance has a 4.00% SOFR strike rate cap in place. (5)The remaining $25,000 mortgage loan balance has a 5.20% SOFR strike rate cap in place. The following table summarizes our hedging instruments of our unconsolidated subsidiaries (shown at our pro rata ownership interest) as of June 30, 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) 82,507 S+480 82,507 4.00% 09/26 61 Ninth Avenue (45.1% interest) 72,611 S+300 72,611 4.25% 06/27 Rego Park II (32.4% interest) 56,700 S+200 56,700 4.50% 12/26 66
Read original filing text →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 ope…
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.
Read original filing text →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.
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.
Read original filing text →