Every 8-K that PARAMOUNT GROUP, INC. (PGRE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PGRE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PGRE filings page.
Paramount Group, Inc. completed its previously agreed merger with Rithm Capital Corp. affiliates, resulting in a full cash buyout and the end of Paramount’s independent public company status. Each outstanding share of Paramount common stock was cancelled and converted into the right to receive $6.60 in cash per share, without interest. Common units of the operating partnership were similarly converted into cash based on the partnership conversion factor multiplied by $6.60.
In connection with the closing, Paramount’s common stock stopped trading on the New York Stock Exchange, a Form 25 was filed to delist and deregister the shares, and the company plans to file a Form 15 to end its ongoing SEC reporting obligations. All Paramount directors resigned and were replaced by the prior directors of the merger subsidiary, and several senior executives were replaced by new officers designated by the buyer.
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.
Paramount Group, Inc. provided additional detail on its pending merger with affiliates of Rithm Capital Corp. and the Board’s review of a late competing bid. On December 8, 2025, “Sponsor A” submitted an updated, non-binding proposal to acquire 100% of Paramount’s fully diluted common stock for $6.95 per share in cash, supported by a plan to arrange about $1.56 billion in equity and commercial mortgage-backed securities financing and to assume the company’s existing debt.
The Board, advised by management and external advisers, compared this bid to both the existing Merger Agreement with Rithm and Sponsor A’s earlier proposal. It concluded the new offer had a lower price and weaker deal certainty, citing uncommitted financing, lack of identified capital sources, and reduced recourse if Sponsor A failed to close. The Board determined the December 8 proposal was not reasonably likely to lead to a superior proposal and reaffirmed its recommendation that stockholders vote in favor of the Rithm merger and related proposals at the special meeting.
Paramount Group, Inc. disclosed that its board approved special cash compensation tied to its previously announced merger with Rithm Capital. The board authorized an aggregate $5,000,000 in employee transaction bonuses for key personnel. Two named executive officers, Peter Brindley and Ermelinda Berberi, will each receive $950,000, less taxes, under transaction bonus agreements. These bonuses are scheduled to be paid on the earlier of the merger closing or June 30, 2026, subject to continued employment and compliance with restrictive covenants.
The board also approved additional cash retainers for non-employee directors in recognition of work on the merger. Members of the advisory transaction committee will each receive $100,000, and other non-employee directors will each receive $50,000, generally payable at the closing of the mergers if they continue to serve through that date.
Paramount Group, Inc. filed a current report to let investors know it has released its financial results for the third quarter ended September 30, 2025. The company announced these results through a press release dated October 29, 2025 and provided additional details in supplemental operating and financial data.
The press release and the supplemental information are available on the company’s website and are also attached as Exhibits 99.1 and 99.2 to this report. These materials are being furnished, rather than filed, which means they are not subject to certain liability provisions of the securities laws and are not automatically incorporated into other securities filings.
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.
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.