Terms

Series

5.25% Series N Cumulative Redeemable Preferred Shares

Liquidation Preference

$25.00

Coupon Rate

5.25%

Rate Type

Fixed

Annual Dividend

$1.31

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

November 24, 2025

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Indebtedness And Non-Equity Claims On Vornado Realty Trust; Pari Passu With: $3.25 Series A Convertible Preferred Shares, 7.00% Series D-10 Cumulative Redeemable Preferred Shares, 7.20% Series D-11 Cumulative Redeemable Preferred Shares, 6.55% Series D-12 Cumulative Redeemable Preferred Shares, 6.75% Series D-14 Cumulative Redeemable Preferred Shares, 6.875% Series D-15 Cumulative Redeemable Preferred Shares, 5.70% Series K Cumulative Redeemable Preferred Shares, 5.40% Series L Cumulative Redeemable Preferred Shares, 5.25% Series M Cumulative Redeemable Preferred Shares; Senior To: Common Shares, Junior Shares

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

12,000,000

Prospectus Summary

Vornado Realty Trust is offering 12,000,000 shares of its 5.25% Series N Cumulative Redeemable Preferred Shares at a liquidation preference of $25.00 per share, paying $1.3125 annually ($0.328125 per quarter) on January 1, April 1, July 1, and October 1, with the first payment on January 1, 2021. The shares are perpetual with no maturity date and are not callable before November 24, 2025, after which Vornado may redeem them at $25.00 per share plus accrued dividends. Critically, dividends are cumulative — if Vornado skips or reduces a payment, all arrears must be paid in full before any dividends can be paid on common shares or other junior securities, providing holders meaningful protection against dividend interruption. The Series N Preferred Shares rank senior to Vornado's common shares and any future junior shares with respect to dividends and liquidation proceeds, and on parity with nine existing series of preferred shares including the Series K, L, and M preferreds. However, as equity instruments of the holding company, these shares are structurally subordinate to all of Vornado's existing and future indebtedness — debt holders have a prior claim on assets in any liquidation scenario. There is no standard bank regulatory capital call provision; the only early redemption exception is a REIT preservation trigger allowing Vornado to redeem shares before November 24, 2025 solely to maintain its REIT tax status. At the $25.00 offering price, the effective yield is exactly 5.25%. As a REIT issuer, Vornado's preferred dividends are generally not treated as qualified dividend income (QDI) eligible for the 15%/20% preferential tax rate, nor do they qualify for the corporate dividends-received deduction (DRD); they are typically taxable as ordinary income, though a portion may qualify as Section 199A qualified REIT dividends for noncorporate holders. Record dates are set not more than 30 days before each quarterly payment date. The dividend stopper prevents Vornado from paying any dividend on common or junior shares unless all cumulative Series N dividends are current, and if six quarterly dividends fall into arrears, Series N holders gain the right to elect two additional trustees to the Board.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Vornado has not paid all cumulative dividends on the Series N Preferred Shares and parity preferred shares, it cannot pay dividends on or repurchase common shares or other junior securities (with limited exceptions for REIT qualification purposes and employee benefit plans).

Other Preferreds from Vornado Realty Trust

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 40 (Weak)