Paramount Group Inc SEC Filings

Paramount Group, Inc. director equity tied to merger converted to cash and OP units. A director of Paramount Group, Inc. reported multiple transactions in LTIP Units and OP Units of Paramount Group Operating Partnership LP at the Partnership Merger Effective Time under a Merger Agreement with Rithm Capital Corp. Vested LTIP Units with a Book-Up Target above zero were cancelled and converted into the right to receive the Company Merger Consideration of $6.60 per share. Other vested and time-vested LTIP Units whose Book-Up Target was zero automatically converted into an equivalent number of OP Units. Each OP Unit represented a redeemable interest equivalent in value to one share of Paramount common stock, and, at the Partnership Merger Effective Time, each outstanding OP Unit was cancelled and exchanged for $6.60 per unit.

Paramount Group, Inc. director Hitoshi Saito reported the disposition of his common stock in connection with the company’s merger. On 12/19/2025, a total of 91,877 shares of common stock were shown as disposed of at $6.60 per share, leaving him with no directly held shares.

According to the merger agreement among Paramount Group, its operating partnership, and Rithm Capital Corp., these securities were cancelled and exchanged at the company merger effective time. They consisted of 25,370 shares of restricted stock issued under the equity incentive plan, whose time-based vesting was accelerated, and 66,507 shares of common stock, all converted into cash merger consideration of $6.60 per share.

Paramount Group, Inc. reported insider equity changes tied to its merger with Rithm Capital. Director Mark Patterson disclosed multiple transactions on 12/19/2025 involving LTIP Units and common operating partnership units (OP Units) in Paramount Group Operating Partnership LP.

Vested LTIP Units whose Book-Up Target was not zero, totaling 25,588 units, were cancelled and converted into the right to receive cash equal to the Company Merger Consideration of $6.60 per unit. Other LTIP Units that were vested or became fully vested, totaling 25,000 units and 25,370 units, automatically converted into an equivalent number of OP Units at the Partnership Merger Effective Time.

From these conversions, Patterson acquired 50,370 OP Units, and a separate block of 107,390 OP Units was cancelled and exchanged for $6.60 per unit in cash under the merger terms. Following the reported transactions, Patterson no longer held derivative securities from these positions, and previously converted OP Units included earlier LTIP grants that had already converted into OP Units.

Paramount Group, Inc. director Martin Bussmann reported merger-related changes to his equity interests in the company’s operating partnership. On 12/19/2025, various LTIP Units either converted into common operating partnership units (OP Units) or were cancelled for cash, all in connection with the Partnership Merger Effective Time under the merger agreement with Rithm Capital Corp. and related entities.

Certain vested LTIP Units that still had a positive Book-Up Target were cancelled and converted into the right to receive cash equal to the Company Merger Consideration of $6.60 per unit. Other vested or time-vested LTIP Units, whose Book-Up Target had reached zero after the merger effects, automatically converted into OP Units. All outstanding OP Units were then cancelled at the Partnership Merger Effective Time and exchanged for $6.60 in cash per unit, reflecting the same merger consideration per share of Paramount Group common stock.

Paramount Group, Inc. director Wolfgang Carl Frederic Arndts reported the disposition of 25,370 shares of common stock on 12/19/2025 at $6.60 per share, leaving 0 shares beneficially owned directly after the transaction.

According to the Merger Agreement among Paramount Group, its operating partnership, and Rithm Capital Corp. and affiliates, these shares were restricted stock granted under the company’s equity incentive plan. Their time-based vesting was accelerated at the Company Merger Effective Time and the awards were then cancelled and exchanged for cash merger consideration of $6.60 per share.

Paramount Group, Inc. reported insider equity changes tied to its merger with Rithm Capital–affiliated entities. On 12/19/2025, EVP and Head of Real Estate Peter Brindley had multiple LTIP Units, AOLTIP Units and Operating Partnership (OP) Units converted or cancelled at the Partnership Merger Effective Time under the Merger Agreement.

Certain LTIP Units whose Book-Up Target was not zero were cancelled and converted into the right to receive the Company Merger Consideration of $6.60 per share in cash. Other LTIP Units and AOLTIP Units that had vested or became fully vested were automatically converted into OP Units pursuant to the partnership agreement, in some cases based on the increase of the $6.60 Company Merger Consideration over the applicable exercise price. Finally, each outstanding OP Unit was cancelled and exchanged for $6.60 per unit in cash.

Paramount Group, Inc. reported insider equity changes tied to its merger structure. A director filed a Form 4 covering several conversions of LTIP Units into common operating partnership units (OP Units) of Paramount Group Operating Partnership LP at no cash exercise price on 12/19/2025. These conversions included 12,769, 25,000 and 25,370 LTIP Units that automatically became an equivalent number of OP Units under the partnership agreement at the Partnership Merger Effective Time.

On the same date, 63,139 OP Units were acquired from LTIP Unit conversions, bringing beneficial ownership to 90,789 OP Units. Under the merger agreement with Rithm Capital Corp., each outstanding OP Unit at the Partnership Merger Effective Time was then cancelled and exchanged for $6.60 per unit, and the reporting person disposed of 90,789 OP Units at that price, leaving no OP Units or related LTIP Units reported as beneficially owned after these transactions.

Paramount Group, Inc. executive Ermelinda Berberi reported multiple equity award conversions and cashouts tied to the company’s merger structure. On 12/19/2025, at the Partnership Merger Effective Time under a Merger Agreement dated September 17, 2025 (amended October 8, 2025), various LTIP Units and AOLTIP Units held by the executive vice president, chief financial officer and treasurer converted into common OP Units of Paramount Group Operating Partnership LP.

Certain LTIP Units whose Book-Up Target was not zero were cancelled and converted into the right to receive the Company Merger Consideration of $6.60 per share, while outstanding OP Units were cancelled and exchanged for Partnership Merger Consideration of $6.60 per unit. Other LTIP and AOLTIP Units that had vested or became fully vested automatically converted into an equivalent number of OP Units in accordance with the partnership agreement.

Paramount Group, Inc. Chairman, CEO and President Albert P. Behler reported the completion of equity transactions tied to the company’s merger with affiliates of Rithm Capital Corp. On 12/19/2025, his common stock holdings, including shares held directly and by his spouse, were cancelled and exchanged for cash at the merger price of $6.60 per share under the Merger Agreement.

The filing also shows the treatment of multiple equity-based awards. Long-term incentive plan (LTIP) units and various AOLTIP units automatically converted into OP Units of the Paramount Group Operating Partnership at the Partnership Merger Effective Time, according to the partnership agreement and award terms. Each OP Unit was then cancelled and exchanged for $6.60 per unit, including units held directly and through entities such as Delphi Funds LLC and Cornish Management LLC. Following these transactions, Behler’s previously reported equity interests in Paramount Group and its operating partnership were effectively cashed out.