Paramount Group (NYSE: PGRE) investors back Rithm Capital merger proposal

Rhea-AI Filing Summary

Paramount Group, Inc. reported that its stockholders approved the merger proposal related to its Agreement and Plan of Merger with Rithm Capital Corp. and related subsidiaries. At the special meeting, 168,772,459 votes were cast in favor of the merger proposal, 7,475,636 against and 19,238 abstaining, with 176,267,333 shares represented in total, about 79% of the shares entitled to vote.

Stockholders did not approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the company’s named executive officers in connection with the mergers, with 57,842,864 votes for and 118,422,040 against. A separate proposal to allow adjournment of the special meeting if additional proxies were needed was approved, but adjournment was not used because there were already sufficient votes to approve the merger proposal.

Positive

• Stockholders approved the merger proposal with 168,772,459 votes for versus 7,475,636 against, providing clear stockholder authorization for the mergers described in the Agreement and Plan of Merger.

Negative

• None.

Insights

M&A and REIT governance analyst

Stockholders approved the Paramount–Rithm merger proposal, while rejecting advisory executive compensation tied to the deal.

The key outcome is that Paramount Group stockholders approved the merger proposal covering the company merger and related transactions under the Agreement and Plan of Merger with Rithm Capital Corp.. The vote was strongly in favor, with 168,772,459 votes for, 7,475,636 against and 19,238 abstentions, out of 176,267,333 shares represented, which the company notes is approximately 79% of shares entitled to vote.

In contrast, stockholders did not approve the non-binding advisory proposal on compensation that may be paid or become payable to named executive officers in connection with the mergers, which received 57,842,864 votes for and 118,422,040 against. The adjournment proposal also passed, with 166,065,353 votes for and 10,200,006 against, but was not used because the merger proposal already had sufficient support. Overall, the results confirm stockholder approval for the mergers while distinguishing that approval from views on related executive pay.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 16, 2025

Paramount Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland		001-36746		32-0439307
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1633 Broadway
New York, New York				10019
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (212) 237-3100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol		Name of each exchange on which registered
Common stock of Paramount Group, Inc., $0.01 par value per share		PGRE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At a special meeting (the “Special Meeting”) of stockholders held on December 16, 2025, the stockholders of Paramount Group, Inc., a Maryland corporation (the “Company”) voted on three proposals related to the Agreement and Plan of Merger, dated as of September 17, 2025 (as amended on October 8, 2025, and as may be amended from time to time, the “Merger Agreement”), by and among the Company, Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Company (the “Operating Partnership”), Rithm Capital Corp., a Delaware corporation (“Parent”), Panorama REIT Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent (“REIT Merger Sub”), and Panorama Operating Merger Sub LP, a Delaware limited partnership and a wholly owned subsidiary of Parent (“Operating Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Operating Merger Sub will be merged with and into the Operating Partnership with the Operating Partnership surviving the merger (the “Partnership Merger”) and (ii) immediately following the consummation of the Partnership Merger, the Company will be merged with and into REIT Merger Sub with REIT Merger Sub surviving the merger (such merger, the “Company Merger” and, together with the Partnership Merger, the “Mergers”). The three proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 10, 2025 (the “Proxy Statement”).

The voting results regarding each proposal, as determined by the Company’s Inspector of Election, are set forth below. As of the close of business on November 4, 2025, the record date of the Special Meeting, there were 221,919,163 shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 176,267,333 shares of Company Common Stock, representing approximately 79% of the outstanding shares of Company Common Stock entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business.

Proposal 1 – The proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”) was approved as follows:

For		Against		Abstain		Broker Non-Votes
168,772,459		7,475,636		19,238		—

Proposal 2 – The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Mergers was not approved as follows:

For		Against		Abstain		Broker Non-Votes
57,842,864		118,422,040		2,429		—

Proposal 3 – The proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were not sufficient votes at the Special Meeting to approve the Merger Proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
166,065,353		10,200,006		1,974		—

Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				PARAMOUNT GROUP, INC.
Date: December 16, 2025				By:		/s/ Ermelinda Berberi
				Name:		Ermelinda Berberi
				Title		Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did Paramount Group, Inc. (PGRE) stockholders approve at the special meeting?

Stockholders approved the proposal to adopt the company merger and the other transactions contemplated by the Agreement and Plan of Merger among Paramount Group, its operating partnership, Rithm Capital Corp. and Rithm’s merger subsidiaries.

How many Paramount Group (PGRE) shares were represented at the special meeting and was there a quorum?

A total of 176,267,333 shares of Paramount Group common stock were present virtually or represented by proxy, representing approximately 79% of the outstanding shares entitled to vote, which constituted a quorum.

What were the vote results on the Paramount Group (PGRE) merger proposal?

The merger proposal received 168,772,459 votes for, 7,475,636 votes against and 19,238 abstentions, with no broker non-votes, and was approved by the stockholders.

Did Paramount Group (PGRE) stockholders approve executive compensation related to the mergers?

No. The non-binding, advisory proposal on compensation that may be paid or become payable to named executive officers in connection with the mergers received 57,842,864 votes for, 118,422,040 votes against and 2,429 abstentions, and was not approved.

What was the outcome of the adjournment proposal at the Paramount Group (PGRE) special meeting?

Stockholders approved the proposal to permit adjournment of the special meeting to solicit additional proxies if needed, with 166,065,353 votes for, 10,200,006 against and 1,974 abstentions. However, adjournment was not necessary because the merger proposal already had sufficient support.

Who are the key parties involved in the Paramount Group (PGRE) mergers?

The Agreement and Plan of Merger involves Paramount Group, Inc., Paramount Group Operating Partnership LP, Rithm Capital Corp., Panorama REIT Merger Sub, Inc. and Panorama Operating Merger Sub LP. The structure includes a partnership merger followed by a company merger.