Paramount Group Inc SEC Filings

Paramount Group (PGRE) reported a third‑quarter net loss and outlined a pending all‑cash merger. Q3 2025 total revenues were $172.959 million versus $194.899 million a year ago, with rental revenue of $164.687 million. Net loss attributable to common stockholders was $28.947 million, or $0.13 per share, compared with a $9.688 million loss last year. For the nine months, revenues were $537.023 million and net loss to common stockholders was $58.758 million.

The company also advanced major balance sheet and strategic actions. It agreed to be acquired for $6.60 per share in cash, subject to conditions and approvals, with an outside date of March 17, 2026; termination payments are $59.7 million or $47.7 million in specified scenarios. Debt activity included a $900 million refinancing of 1301 Avenue of the Americas at a fixed 6.39% rate, maturing in August 2030, yielding approximately $26 million of net proceeds and retiring an $860 million loan. Dispositions included a 45.0% interest sale in 900 Third Avenue with net proceeds of $94.0 million and a 25.0% interest sale in One Front Street with net proceeds of $11.5 million and $40.545 million of seller financing. Operating cash flow for the nine months was $83.040 million.

Paramount Group, Inc. ownership disclosure shows that a group of Cohen & Steers entities collectively hold 7,754,107 shares of common stock, equal to 3.51% of the outstanding class. The filing breaks the holdings down by reporting entity: Cohen & Steers, Inc. reports 6,103,533 shares with sole voting power and 7,754,107 shares with sole dispositive power; Cohen & Steers Capital Management, Inc. reports a similar position totaling 7,729,705 shares; smaller amounts are held by Cohen & Steers UK Limited (24,402 shares) while Cohen & Steers Asia and Ireland entities report no beneficial ownership. The statement affirms these securities are held for clients' benefit and not for the purpose of changing control.

Paramount Group, Inc. has entered into a definitive merger agreement with Rithm Capital Corp. and its subsidiaries to take the company private. Under the Agreement and Plan of Merger dated September 17, 2025, Paramount Group Operating Partnership LP will be merged into a Panorama operating subsidiary and Paramount Group, Inc. will then merge into a Panorama REIT Merger Sub, with the surviving entities to become wholly owned subsidiaries of Parent.

Each outstanding share of Paramount common stock will be cancelled and converted into the right to receive $6.60 in cash per share. Each outstanding Operating Partnership common unit will be cancelled and converted into the right to receive cash equal to the Conversion Factor for the unit multiplied by $6.60. The Parent Parties are not required to obtain financing to complete the Mergers. The company also amended its Executive Severance Plan to provide certain covered executives, including the CFO Ermelinda Berberi, a 2x cash severance equal to two times base salary plus target bonus, a prorated bonus, and continued health/dental premium for a 12-month period following a change in control, subject to release and restrictive covenants.

Schedule 13G disclosure by Cohen & Steers group reports meaningful institutional ownership of Paramount Group common stock. Cohen & Steers, Inc. discloses an aggregate beneficial ownership of 18,984,946 shares, representing 8.66% of the class, with sole voting power of 12,130,329 shares and sole dispositive power for the full 18,984,946 shares. Cohen & Steers Capital Management, Inc. separately reports 18,960,544 shares (8.65%) with the same sole voting power figure. Cohen & Steers UK Ltd reports 24,402 shares (0.01%); other subsidiaries report zero holdings. The filers state these securities are held in the ordinary course of business and not for the purpose of changing control.

Paramount Group, Inc. (PGRE) filed an 8-K announcing the finalized separation terms for departing Senior Vice President, General Counsel & Secretary Gage Johnson, whose exit became effective 15-May-2025. The 4-Aug-2025 Separation Agreement covers cash, equity and post-employment covenants.

Financial terms

• $905,000 lump-sum cash (one year base salary + 2024 bonus)
• $73,011 health-care payment
• Accelerated vesting of 159,817 service-based LTIP Units, 49,837 service-based AOLTIP Units and 8,866 earned performance LTIP Units
• Pro-rata eligibility for 98,500 performance LTIP Units and 354,807 performance AOLTIP Units, contingent on future performance hurdles

Johnson agreed to customary non-compete and non-solicitation restrictions and issued a general release of claims. The package follows the company’s Executive Severance Plan, implying no incremental deviation from previously disclosed obligations. No other operational or financial updates were included.