Income (Loss) Per Share and Per Class A Unit

12 Months Ended

Dec. 31, 2024

Income (Loss) Per Share and Per Class A Unit

Vornado Realty Trust

Basic net income (loss) per common share is computed by dividing (i) net income (loss) attributable to common stockholders 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 income (loss) 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 income per share using the if-converted method, if the effect is dilutive. Net income (loss) 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 income (loss) per common share.


(Amounts in thousands, except per share amounts)	For the Year Ended December 31,
	2024		2023		2022
Numerator:
Net income (loss) attributable to Vornado	$	70,387	$	105,494	$	(346,499)
Preferred share dividends	(62,112)		(62,116)		(62,116)

Net income (loss) attributable to common shareholders	8,275		43,378		(408,615)
Distributions and earnings allocated to unvested participating securities	—		(2)		(18)
Numerator for basic and diluted income (loss) per common share	$	8,275	$	43,376	$	(408,633)

Denominator:
Denominator for basic income (loss) per common share - weighted average shares	190,539		191,005		191,775
Effect of dilutive securities(1):
Share-based awards	6,087		851		—
Denominator for diluted income (loss) per common share - weighted average shares and assumed conversions	196,626		191,856		191,775

Income (loss) per common share:
Basic	$	0.04	$	0.23	$	(2.13)
Diluted	$	0.04	$	0.23	$	(2.13)

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(1)The calculation of diluted income (loss) per common share for the years ended December 31, 2024, 2023, and 2022 excluded weighted average potential common shares of 1,580, 3,458, and 1,706, respectively, as their effect was antidilutive.

12. Income (Loss) Per Share and Per Class A Unit – continued

Vornado Realty L.P.

Basic net income (loss) per Class A unit is computed by dividing (i) net income (loss) 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 share reflects the dilutive impact of potential Class A units and is computed after allocation of earnings to participating securities. VRLP’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 income (loss) per Class A unit using the treasury stock method. Convertible securities, including 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 income per Class A unit using the if-converted method, if dilutive.


(Amounts in thousands, except per unit amounts)	For the Year Ended December 31,
	2024		2023		2022
Numerator:
Net income (loss) attributable to Vornado Realty L.P.	$	71,247	$	108,855	$	(376,875)
Preferred unit distributions	(62,227)		(62,231)		(62,231)

Net income (loss) attributable to Class A unitholders	9,020		46,624		(439,106)
Distributions and earnings allocated to participating securities	(1,964)		(1,323)		(2,215)
Numerator for basic and diluted income (loss) per Class A unit	$	7,056	$	45,301	$	(441,321)

Denominator:
Denominator for basic income (loss) per Class A unit – weighted average units	204,981		205,105		205,315
Effect of dilutive securities(1):
Unit-based awards	6,087		851		—
Denominator for diluted income (loss) per Class A unit – weighted average units and assumed conversions	211,068		205,956		205,315

Income (loss) per Class A unit:
Basic	$	0.03	$	0.22	$	(2.15)
Diluted	$	0.03	$	0.22	$	(2.15)

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(1)The calculation of diluted income (loss) per Class A unit for the years ended December 31, 2024, 2023, and 2022 excluded weighted average potential Class A units of 1,580, 3,458, and 1,706, respectively, as their effect was antidilutive.